InfiniteWorld empowers brands and creators with the engine and technologies they need to engage customers and fans in the Metaverse

InfiniteWorld’s platform provides a bridge between the physical and digital worlds, with leading infrastructure and marketplace solutions, as well as world-class content production platforms for digital content, including digital assets and NFTs

The transaction represents a pro forma equity value of the combined company of approximately $700 million based on current assumptions

InfiniteWorld’s stockholders will roll 100% of their existing equity into the transaction and, assuming no redemptions, will own approximately 74.5% of the combined company upon consummation of the transaction, and up to a maximum of 81% if certain share price milestones are achieved between $15.00 and $25.00 per share after closing of the transaction

Transaction is expected to enable InfiniteWorld to accelerate its platform development, expand brand partnerships, and drive sustainable growth

Infinite Assets, Inc. (“InfiniteWorld” or “the Company”), a leading Metaverse infrastructure platform that enables brands to create, monetize and drive consumer engagement with digital content, and Aries I Acquisition Corporation (Nasdaq: RAM) (“Aries”), a special purpose acquisition company, announced today they have entered into a definitive agreement for a business combination (the “Business Combination”) that upon consummation is expected to result in InfiniteWorld becoming a publicly traded company with a pro forma equity value of approximately $700 million, assuming no redemptions by Aries’ public shareholders. Upon closing of the transaction, the combined company is expected to be listed on the Nasdaq Global Select Market under the ticker symbol “JPG”.

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“With the unique combination of our infrastructure and next-gen content production, InfiniteWorld is one of the ultimate partners for brands and the future of their digital content in the Metaverse”

InfiniteWorld serves as a bridge between the physical and digital worlds. The Company empowers leading global brands, creators and Web3 companies with the infrastructure they need to create digital assets and NFTs (non-fungible tokens) and engage with customers and fans in the Metaverse, allowing them to support and foster stronger relationships with consumers. InfiniteWorld currently has 130 employees globally and has partnered with over 75 brands and creators since its founding. Current investors in InfiniteWorld include Morgan Creek Digital, GSR, Wintermute, Blockchain Coinvestors, Bill Shihara, among others.

InfiniteWorld recently combined with one of its key strategic partners, DreamView, Inc. (“DreamView”), a globally scalable technology company bringing creative strategy and content solutions to brands around the world. Founded in 2016 by the same visionaries who pioneered computer-generated imagery (“CGI”) technologies at Lucasfilm and Disney, DreamView’s visual effects and 3D artforms have been leveraged in major blockbuster films, major brand campaigns, sporting events, and other major consumer engagement events. DreamView continues to drive innovative solutions for the creation, management, distribution, licensing and monetization of clients’ products as clients transition into the digital world.

Leading the combined company will be Chief Executive Officer Yonathan Lapchik, a Deloitte Blockchain Lab veteran and co-creator of SUKU, and Chief Operating Officer Nathaniel Hunter, a visionary leader and creator in the CGI and 3D content production space and former CEO of DreamView.

“With the unique combination of our infrastructure and next-gen content production, InfiniteWorld is one of the ultimate partners for brands and the future of their digital content in the Metaverse,” said Yonathan Lapchik, Chief Executive Officer of InfiniteWorld. “We look forward to accelerating our platform development, building more brand partnerships and driving sustainable growth and value creation for our stakeholders.”

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InfiniteWorld’s comprehensive and fully digital platform provides a full-service suite of end-to-end solutions that enable brands and creators to engage with consumers in the Metaverse, a shared online space that converges physical, augmented, and virtual reality. Capabilities include:

• Asset Creation: InfiniteWorld’s next-gen content production capabilities are powered by a team of CGI and Artificial Intelligence (“AI”) visionaries, who provide the technical capabilities to create high-quality digital assets and content, including NFTs. InfiniteWorld is driving the future of product visualization by creating reusable digital content at scale for manufacturers and brand owners worldwide, with the assurance of complete digital authentication. InfiniteWorld works with leading and global brands including Amazon, Disney, Wayfair, Ashley Furniture, Bissell, Mattel, Target, Warner Brothers, Bleacher Report and other well-known enterprises.
• Infrastructure: InfiniteWorld’s team of blockchain experts has built an at-scale infrastructure platform alongside hosted white-label digital asset marketplace solutions designed to provide brands with the power to create, authenticate and distribute their unique digital assets and content. InfiniteWorld’s NFT infrastructure was built on top of the SUKU protocol and enables the secure transfer of ownership of these digital assets by providing an irreplicable digital watermark fully authenticated and single-sourced on the blockchain. Connecting the physical and digital world, InfiniteWorld is also working with leading influencers across entertainment, sports and media realms such as Deepak Chopra’s Seva.Love, Spencer Dinwiddie’s Calaxy and Aria Exchange, with many more signed deals expected to be rolled out in 2022.
• Engagement: InfiniteWorld helps brands create fully immersive and reconfigurable digital environments for brands to engage with consumers through rich Metaverse experiences, including through gaming and VR/AR worlds. InfiniteWorld’s gamification brings greater value to NFT assets by introducing earning dynamics and utility tools like messaging and content creation apps to drive engagement.

“Branded content will be king in the Metaverse, and we are proud to partner with some of the world’s most notable companies to engage with their consumers in this growing digital environment,” said Nathaniel Hunter, Chief Operating Officer of InfiniteWorld. “Through decades of experience, we’ve been able to build capabilities that offer an average increase in conversion at a lower cost than our competitors and we are able to deploy our technology at a much faster rate.”

Aries is a blank check company that was formed for the purpose of effecting a business combination with a target with a disruptive technology in the blockchain and digital currency, aerospace, satellites and space exploration, quantum computing and chemistry, artificial intelligence and machine learning and cybersecurity sectors. Its management team brings deep sector, investment and operational expertise. Aries completed its approximately $145 million initial public offering in May 2021.

“With up to $15 trillion of wealth expected to flow into digital assets over the next 10 years, we are witnessing the birth of a new global asset class and economic system with significant implications for brands aiming to capture mind and wallet share of consumers,” said Thane Ritchie, Chairman of Aries. “InfiniteWorld’s unparalleled technology infrastructure underscores the transition of commerce to the digital world. We look forward to working closely with Yonathan, Nat and the rest of the InfiniteWorld management team as they build out their platform and content creation capabilities.”

Key Transaction Terms

The Business Combination values the combined company at approximately $700 million on an estimated pro forma equity value basis, assuming no redemptions by Aries’ public shareholders. The transaction will provide up to $171 million of cash to the combined company (before transaction expenses and assuming no redemptions by Aries’ public shareholders) from the approximately $145 million of cash in trust at Aries as well as cash on hand at InfiniteWorld. In addition, InfiniteWorld owns cryptocurrencies valued at approximately $93 million based on recent prices on Coinbase. All InfiniteWorld stockholders will roll 100% of their equity holdings into the combined company.

Existing InfiniteWorld stockholders will be eligible for an earn out of up to an additional 50 million shares if the combined company share price attains certain per share price levels between $15.00 and $25.00 after closing of the transaction. In addition, InfiniteWorld stockholders and the Aries sponsor have agreed to customary lock-up terms.

“We believe that the combination of an attractive entry point and a robust earnout that heavily motivates the team to focus on shareholder value creation, represents an ideal transaction structure that sets up InfiniteWorld for long-term success in the public markets,” added Ritchie. “We are pleased to be democratizing everyday investor access to disruptive and decentralized technologies as part of bringing InfiniteWorld to the public markets.”

Assuming no trust account redemptions by Aries’ public shareholders, existing InfiniteWorld stockholders will represent 74.5% of the pro forma ownership of the combined company at close and up to 81% based on achievement of the maximum earn-out.

The proposed Business Combination has been approved by the Boards of Directors of InfiniteWorld and Aries, and is subject to, among other things, approval by Aries’ shareholders, regulatory approvals, satisfaction or waiver of the conditions stated in the merger agreement, and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and approval by Nasdaq to list the securities of the combined company. The business combination is expected to close in the first half of 2022.

A more detailed description of the Business Combination terms and a copy of the Agreement and Plan of Merger will be included in a current report on Form 8-K to be filed by Aries with the SEC. Aries will file a registration statement (which will contain a proxy statement/prospectus) with the SEC in connection with the business combination.

Advisors

Solomon Partners Securities, LLC is serving as exclusive financial and capital markets advisor and Winston & Strawn LLP is serving as legal advisor to Aries. Exos Securities LLC is serving as financial advisor and Reed Smith LLP is serving as legal advisor to InfiniteWorld.

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