UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT No. 1
INFINITY CORE ALTERNATIVE FUND
(Name of Subject Company (Issuer))
INFINITY CORE ALTERNATIVE FUND
(Name of Filing Person(s) (Issuer))
SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Terrance P. Gallagher
235 W. Galena Street
Milwaukee, WI 53212
(414) 299-2270
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
(215) 988-2700
November 26, 2021
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation: $22,300,000 (a) Amount of Filing Fee: $2,067.21 (b)
(a) Calculated as the aggregate maximum value of Shares being purchased.
(b) Calculated at $92.70 per $1,000,000 of the Transaction Valuation.
[X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,067.21
Form or Registration No.: SC TO-I
Filing Party: Infinity Core Alternative Fund
Date Filed: November 26, 2021
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]
AMENDMENT NO. 1 TO TENDER OFFER STATEMENT
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the “Tender Offer Statement”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 26, 2021 by Infinity Core Alternative (the “Fund”), which is registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company and organized as a Maryland statutory trust, relating to the offer by the Fund to purchase Shares (as defined hereafter) in the Fund (the “Offer”) in an amount up to approximately 25.00% of the net assets of the Fund (or approximately $22,300,000 as of September 30, 2021) from shareholders of the Fund (the “Shareholders”) at the net asset value (that is, the value of the Fund’s total assets minus its total liabilities, including accrued fees and expenses, multiplied by the proportionate interest in the Fund a Shareholder desires to tender, after giving effect to all allocations), calculated as of the Valuation Date (as defined hereafter). As used in this Schedule TO, the term “Share” or “Shares” refers to the Shares of beneficial interest in the Fund and/or portions thereof that are tendered by Shareholders pursuant to the Offer, and includes all or some of a Shareholder’s Shares as the context requires. March 31, 2022, or at a later date determined by the Fund if the Offer is extended, is the “Valuation Date.” The Offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Form of Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constituted the “Offer”).
This Amendment is filed solely to disclose the following information: (i) the number of shares being offered for purchase with the Tender Offer Statement is approximately 193,392; (ii) the number of outstanding shares of the Fund as of September 30, 2021 is 771,891, and the net asset value per share of the Fund as of September 30, 2021 is $115.31.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.
INFINITY CORE ALTERNATIVE FUND
By: /s/ Michael Peck
Name: Michael Peck
Title: President
December 21, 2021
