NEW
YORK and LOS
ANGELES, May 18, 2022 /PRNewswire/
-- Infinite Realty, Inc.,the Metaverse innovation and
entertainment company, and Universal Security
Instruments (NYSE: UUU), announce the filing of a Registration
Statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission on May
16, 2022 which contains a preliminary proxy statement and
prospectus, relating to the companies' previously
announced proposed merger. The filing can be found here.
Under the merger agreement, shareholders of Infinite Reality
will become the majority owners of USI's outstanding common stock.
The completion of the transaction is subject to approval by both
Infinite Reality and USI shareholders, as well as SEC clearance and
stock exchange approval. If approved, the proposed merger will
result in a publicly-traded company operating under the name of
Infinite Reality and is currently expected to continue its
listing on the NYSE.
The Registration Statement, which has not been declared
effective by the SEC and is subject to change, contains pertinent
information about both companies and the proposed business
combination.
"This next step is critical to building the foundation of
Infinite Reality as the leading disruptor in Metaverse development,
social media, virtual entertainment, and ecommerce," said
John Acunto, co-founder and Chief
Executive Officer of Infinite Reality. "As a publicly-traded
entity, our platform and growth will accelerate exponentially. The
only limit is our imagination."
About Infinite Reality
Infinite Reality is
fostering a revolution of data, commerce, online authenticity, and
digital transparency. Our vision of an open Metaverse makes each
brand, creator, and fan the master of their own internet
experience, their own data, the ways in which they distribute
content and sell products, and the ways in which they interact with
one another. iR provides the tools and services that companies and
creators need to develop compelling open Metaverse experiences. Our
Metaverse Empowerment Group advises, manages, designs, and oversees
these custom features leveraging our expert internal and creator
community resources. iR's Entertainment division, anchored by
Thunder Studios, provides production, broadcasting, and streaming
services to the world's best talent, brands, and creators. Infinite
Reality has all of the resources to seamlessly create and broadcast
content into and from the Metaverse. For more information visit
theinfinitereality.com.
About Universal Security Instruments, Inc.
USI is a
U.S.-based manufacturer and distributor of safety and security
devices. Founded in 1969, the Company has a 53-year heritage of
developing innovative and easy-to-install products, including
smoke, fire and carbon monoxide alarms. For more information on
USI, visit our website at universalsecurity.com (NYSE:
UUU).
Important Information About the Proposed Merger and Where to
Find It
In connection with the proposed merger USI has filed
a preliminary proxy statement and prospectus and plans to file
other relevant materials with the SEC, including amendments to the
Registration Statement, which will include a definitive proxy
statement/prospectus of USI relating to the proposed business
combination. Any definitive proxy statement/prospectus of USI will
be mailed to stockholders of USI if and when available. INVESTORS
AND SECURITY HOLDERS OF USI AND INFINITE REALITY ARE URGED TO READ
THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
USI, INFINITE REALITY, THE PROPOSED MERGER, AND RELATED
MATTERS.
Investors and security holders will be able to obtain free
copies of the preliminary and definitive proxy statement/prospectus
and other documents filed by USI with the SEC (when they become
available) through the website maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be
able to obtain free copies of the proxy statement/prospectus and
other documents filed by USI with the SEC by written request to:
Universal Security Instruments, Inc.,11407 Cronhill Drive, Suite A,
Owings Mills, MD 21117, Attention:
Harvey B. Grossblatt, President and
Chief Executive Officer.
No Offer or Solicitation
This communication shall not
constitute an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities in connection with the
proposed merger shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
Participants in the Solicitation
USI and Infinite
Reality and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from
the stockholders of USI in connection with the proposed business
combination. Additional information regarding the special interests
of these directors and executive officers in the proposed business
combination will be included in the proxy statement/prospectus
referred to above. Investors and security holders will be able to
obtain additional information regarding the proposed merger once it
becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
Forward-Looking Statements
Except for historical
information, certain matters discussed in this communication
contain forward-looking statements. USI and Infinite Reality
generally identify forward-looking statements by terminology such
as may, should, expects, plans, anticipates, could, intends,
target, projects, contemplates, believes, estimates, predicts,
potential or continue or the negative of these terms or other
similar words.
These statements are only predictions. Forward-looking
statements are based largely on current expectations and
projections about future events and financial trends as well as
beliefs and assumptions of management. Forward-looking
statements are subject to a number of risks and uncertainties, many
of which involve factors or circumstances that are beyond each of
Infinite Reality's control.
Actual results could differ materially from those stated or
implied in forward-looking statements due to a number of factors,
including but not limited to risks associated with the ability to
obtain the shareholder approval required to consummate the proposed
transactions and the timing of the closing of the proposed
transaction.
The outcome of any legal proceedings that may be instituted
against the parties and others related to the proposed
transactions, the occurrence of any event change or other
circumstances or condition that could give or rise to the
termination of the proposed transactions, statements regarding
future events, actions, or performance.
Accordingly, forward-looking statements are not
guarantees. And you should not rely upon forward-looking
statements as predictions of future events. No assurance can
be given that the events and circumstances reflected in the
forward-looking statements will be achieved or occur.
And actual results could differ materially from those projected
in the forward-looking statements. The forward-looking
statements made in this communication relate only to events as of
the date on which the statements are made, except as required by
applicable law or regulation.
USI and Infinite Reality undertake no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the
occurrence of an anticipated event.
Media Contact:
press@theinfinitereality.com
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SOURCE Infinite Reality