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As filed with the U.S. Securities and Exchange Commission on April May 16, 2022

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Universal Security Instruments, Inc.

(Exact name of registrant as specified in its charter)

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11407 Cronhill Drive, Suite A

Owings Mills, MD 21117

(410) 363-3000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Harvey B. Grossblatt

President and Chief Executive Officer

Universal Security Instruments, Inc.

11407 Cronhill Drive, Suite A

Owings Mills, MD 21117

(410) 363-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ◻

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ◻

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ◻

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ◻

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ◻

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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SUBJECT TO COMPLETION, DATED MAY 16, 2022

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Universal Security Instruments, Inc. and Infinite Reality, Inc.:

Universal Security Instruments, Inc., a Maryland corporation, or USI, D-U Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of USI, or Merger Sub, and Infinite Reality, Inc., a Delaware corporation (“Infinite Reality”), have entered into an Agreement  and Plan of Merger, which we refer to as the Merger Agreement, pursuant to which Merger Sub will merge with and into Infinite Reality, with Infinite Reality surviving the merger as a wholly-owned subsidiary of the combined company. We refer to these transactions collectively herein as the “merger.” Following the merger, USI will be renamed “Infinite Reality Holdings, Inc.” and is sometimes referred to herein as the “combined company.” The stockholders of Infinite Reality will become the majority owners of USI’s outstanding common stock upon the closing of the merger. The Merger Agreement also contemplates that USI will reincorporate as a Delaware corporation in connection with the merger, which we refer to as the reincorporation. Additionally, as part of this transaction, USI has agreed to use reasonable efforts to sell or spin off its business operations (the “Sale of the Business”) before the effective time of the merger (the “Effective Time”). A contingent value right, or CVR, will be issued to each holder of USI common stock prior to the effective time of the merger so that the proceeds of the Sale of the Business can be distributed to those holders after it is completed.

Pursuant to the Merger Agreement, each share of common stock of Infinite Reality, $0.001 par value per share (the “Infinite Reality Common Stock”) (other  than shares held by Infinite Reality or any of its subsidiaries or Merger Sub, and any Dissenting Shares (as defined in the Merger Agreement)), issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive an amount of shares of common stock, par value $0.01 per share, of USI (“USI Common Stock”) equal to the number of shares of Infinite Reality Common Stock surrendered multiplied by the Exchange Per Share Consideration (as defined in the Merger Agreement) (the “Merger Consideration”). As a result, immediately following the Effective Time, the former Infinite Reality stockholders will hold approximately 97.6% of the outstanding shares of USI Common Stock and the stockholders of USI will retain ownership of approximately 2.4% of the outstanding shares of USI Common Stock. In addition, the value of the business assets of USI and its existing business will continue to inure to the benefit of the pre-merger stockholders of USI if the Sale of the Business is not completed before the Effective Time. All outstanding Infinite Reality stock options and warrants, if any, whether vested or unvested, that have not been exercised prior to the Effective Time will be converted into a stock option or warrant, as applicable, to purchase shares of USI Common Stock, proportionately adjusted based on the Exchange Per Share Consideration. The exact number of shares of USI Common Stock that will be issued to Infinite Reality stockholders will be fixed immediately prior to the Effective Time to reflect the capitalization of USI as of immediately prior to such time. For a more complete description of the Exchange Per Share Consideration, see the section titled “The Merger Agreement—Exchange Per Share Consideration” in this proxy statement/prospectus/information statement.

For illustrative purposes, if the closing of the merger occurred on March 1, 2022, USI would have issued an aggregate of approximately 94,057,405 shares of USI Common Stock to the holders of Infinite Reality Common Stock at the time of such closing pursuant to the Merger Agreement, such number reflecting the relative valuations of USI and Infinite Reality in accordance with the Merger Agreement and the capitalization of USI as of March 1, 2022.

Subject to approval of the NYSE American LLC (“NYSE American”), the merger, together with the Sale of the Business and the reincorporation, will result in a publicly-traded company operating under the Infinite Reality name and using the current NYSE American ticker symbol “UUU” that will focus on advancing Infinite Reality’s business helping brands and creators build their own online community platform with integrated social, Metaverse, streaming, and a unique suite of tools to maximize engagement and commerce. Upon completion of the merger, the board of directors of the public company will be comprised of current and new members of the board of directors of Infinite Reality.

Shares of USI Common Stock are currently listed on the NYSE American under the symbol “UUU.” The closing of the merger will be subject to a number of closing conditions, including approval of the continued trading of shares of USI Common Stock on the NYSE American following the consummation of the merger. On             , 2022, the last trading day before the date of this proxy statement/prospectus/information statement, the closing sale price of USI Common Stock was $       per share.

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USI will be holding a special meeting of stockholders in order to obtain the stockholder approvals necessary to complete the merger and other matters. At the USI special meeting, which will be held on             , 2022 at       :00 [a.m.][p.m.], local time, at [the offices of USI, 11407 Cronhill Drive, Suite A, Owings Mills, Maryland  21117], unless postponed or adjourned to a later date, USI will ask its stockholders (i) to approve the issuance of shares of USI Common Stock as consideration in the merger (the “Stock Issuance Proposal”); (ii) to approve the reincorporation of USI from the State of Maryland to the State of Delaware (the “Reincorporation Proposal”); (iii) to consider and approve the exclusive forum provisions of the combined company’s proposed certificate of incorporation (the “Exclusive Forum Proposal”); (iv) to approve an amendment to the certificate of incorporation of USI to increase the total number of authorized shares of capital stock to 510,000,000, consisting of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock (the “Stock  Increase Proposal”); (v) to approve the Infinite Reality Holdings, Inc. 2022 Omnibus Incentive Plan and to authorize for issuance 4,000,000 shares of USI Common Stock thereunder, plus certain additional shares remaining available for issuance under USI’s prior plan as described herein (the “Plan Proposal”); and (vi) an adjournment of the USI special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the USI special meeting to approve the proposals submitted at the USI special meeting (the “USI Adjournment Proposal”), each as described in this proxy statement/prospectus/information statement.

Infinite Reality will also hold a meeting of its stockholders to adopt the Merger Agreement and approve the merger and related transactions. Infinite Reality will distribute a separate packet of information, including this proxy statement/prospectus/information statement, to its stockholders in connection with such meeting.

After careful consideration, the respective USI and Infinite Reality boards of directors have unanimously approved the Merger Agreement and the transactions contemplated thereby, including the proposals referred to above and discussed elsewhere in this proxy statement/prospectus/information statement. The USI board of directors unanimously recommends that its stockholders vote “FOR” each of the Stock Issuance Proposal, the Reincorporation Proposal, the Exclusive Forum Proposal, the Stock Increase Proposal, the Plan Proposal, and the USI Adjournment Proposal described in this proxy statement/prospectus/information statement, and the Infinite Reality board of directors unanimously recommends that its stockholders vote to adopt the Merger Agreement and approve the merger and related transactions.

More information about USI, Infinite Reality and the proposed transactions are contained in this proxy statement/prospectus/information statement. USI and Infinite Reality urge you to read this proxy statement/prospectus/information statement carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 24.

USI and Infinite Reality are excited about the opportunities the merger brings to both USI and Infinite Reality stockholders, and thank you for your consideration and continued support.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus/information statement. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus/information statement is dated             , 2022, and is first being mailed to USI and Infinite Reality stockholders on or about             , 2022.

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UNIVERSAL SECURITY INSTRUMENTS, INC.

11407 Cronhill Drive, Suite A

Owings Mills, MD 21117

(410) 363-3000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On             , 2022

Dear Stockholders of USI:

On behalf of the board of directors of Universal Security Instruments, Inc., a Maryland corporation (“USI”), USI is pleased to deliver this proxy statement/prospectus/information statement for the proposed merger between USI and Infinite Reality, Inc., a Delaware corporation (“Infinite Reality”), pursuant to which D-U Merger Sub, Inc., a wholly-owned subsidiary of USI, or Merger Sub, will merge with and into Infinite Reality, with Infinite Reality surviving the merger as a wholly-owned subsidiary of the combined company. The special meeting of USI stockholders will be held on             , 2022 at       :00 [a.m.][p.m.], local time, at [the offices of USI, 11407 Cronhill Drive, Suite A, Owings Mills, Maryland  21117], for the following purposes:

The foregoing items of business are more fully described in the proxy statement/prospectus/information statement that accompanies this notice. The USI board of directors has fixed the close of business on             , 2022 as the record date for the determination of   stockholders entitled to notice of and to vote at this USI special meeting and at any adjournment or postponement thereof. At the  close of business on the record date, USI had              shares of common stock outstanding and entitled to vote.

All USI stockholders are cordially invited to attend the USI special meeting in person. Whether or not you expect to attend the USI special meeting, please complete, date, sign and return the enclosed proxy as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for that purpose. Even if you have given your proxy, you may still vote in person if you attend the USI special meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the USI special meeting, you must obtain from the record holder a proxy issued in your name. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the meeting.

By Order of the Board of Directors of Universal Security Instruments, Inc.

Harvey B. Grossblatt

President and Chief Executive Officer and Director

Owings Mills, Maryland

, 2022

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ADDITIONAL INFORMATION

This proxy statement/prospectus/information statement incorporates important business and financial information about USI that is not included in or delivered with the document. This information is available without charge to security holders upon written or oral request.

The registration statement to which this proxy statement/prospectus/information statement relates and the exhibits thereto, the information incorporated by reference herein and the other information filed by USI with the SEC are available on or through USI’s website at www.universalsecurity.com, free of charge. The SEC maintains a website that contains the documents that USI files electronically with the SEC. The address of the SEC’s website is http://www.sec.gov. In addition, USI will provide to each person to whom a proxy statement/prospectus/information statement is delivered, without charge upon written or oral request, a copy of any or all of the documents that USI files with the SEC. Requests should be directed to:

Universal Security Instruments, Inc.

11407 Cronhill Drive, Suite A

Owings Mills, Maryland 21117

(410) 363-3000

Attention: Secretary

You may also request additional copies from Infinite Reality’s proxy solicitor. Contact information for the proxy solicitor will be provided once that firm is engaged.

USI Meeting: To obtain timely delivery of such information, you must request the information no later than five business days before the USI special meeting of stockholders. Accordingly, if you would like to request any information, please do so no later than             , 2022.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT

This proxy statement/prospectus/information statement, which forms part of a registration statement on Form S-4 filed with the SEC by USI (File No. 333-            ), constitutes a prospectus of USI under Section 5 of the Securities Act of 1933, as amended, or the Securities Act, with respect to the shares of common stock, par value $0.01 per share, of Universal Security Instruments, Inc. to be issued pursuant to the Merger Agreement. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the USI special meeting, at which USI stockholders will be asked to consider and vote on, among other matters, a proposal to approve the issuance of shares of USI Common Stock pursuant to the Merger Agreement.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus/information statement. This proxy statement/prospectus/information statement is dated             , 2022. The information contained in this proxy statement/prospectus/information statement is accurate only as of that date or, in the case  of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies.

This proxy statement/prospectus/information statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning USI contained in this proxy statement/prospectus/information statement or incorporated by reference has been provided by USI, and the information concerning Infinite Reality contained in this proxy statement/prospectus/information statement has been provided by Infinite Reality.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND OTHER PROPOSALS

The following are brief answers to some questions that you may have regarding the merger and the USI special meeting. The questions and answers in this section may not address all questions that might be important to you as a stockholder. For more detailed information, and for a description of the legal terms governing the merger, USI urges you to read carefully and in its entirety this proxy statement/prospectus/information statement, including the Annexes hereto, as well as the registration statement to which this proxy statement/prospectus/information statement relates, including the exhibits to the registration statement. For more information, please see the section titled “Where You Can Find More Information.”

The following section provides answers to frequently asked questions about the merger. This section, however, provides only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.

Q: What is the merger?

A: Universal Security Instruments, Inc., a Maryland corporation, or USI, D-U Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of USI (“Merger Sub”), and Infinite Reality, Inc., a Delaware corporation (“Infinite Reality”), have entered into an Agreement and Plan of Merger dated February 25, 2022, a copy of which is attached hereto as Annex A (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Infinite Reality, with Infinite Reality surviving the merger as a wholly-owned subsidiary of the combined company. These transactions are  referred to herein collectively as the “merger.” Following the merger, USI will be renamed “Infinite Reality Holdings, Inc.” and is sometimes referred to herein as the “combined company.” The stockholders of Infinite Reality will become the majority owners of USI’s outstanding common stock upon the closing of the merger. Additionally, as part of this transaction, USI has agreed to use reasonable efforts to sell or spin off its business operations (the “Sale of the Business”) before the effective time of the merger (the “Effective Time”). A contingent value right, or CVR, will be issued to each holder of USI common stock prior to the effective time of the merger, pursuant to which the proceeds of the Sale of the Business will be distributed to those holders once the Sale of the Business is completed.

Pursuant to the Merger Agreement, each share of common stock of Infinite Reality, $0.001 par value per share (the “Infinite Reality Common Stock”) (other than shares held by Infinite Reality or any of its subsidiaries or Merger Sub, and any Dissenting Shares (as defined in the Merger Agreement)), issued and outstanding immediately prior to the effective time of the merger (the “Effective Time”) will be automatically converted into the right to receive an amount of shares of common stock, par value $0.01 per share, of USI (“USI Common Stock”) equal to the number of shares of Infinite Reality Common Stock surrendered multiplied by the Exchange Per Share Consideration (as defined in the Merger Agreement) (the “Merger Consideration”). As a result, immediately following the Effective Time, the former Infinite Reality stockholders will hold approximately 97.6% of the outstanding shares of USI Common Stock and the stockholders of USI will retain ownership of approximately 2.4% of the outstanding shares of USI Common Stock. In addition, the value of the business assets of USI and its existing business will continue to inure to the benefit of the pre-merger stockholders of USI if the Sale of the Business is not completed before the Effective Time. All outstanding Infinite Reality stock options and warrants, if any, whether vested or unvested, that have not been exercised prior to the Effective Time will be converted into a stock option or warrant, as applicable, to purchase shares of USI Common Stock, proportionately adjusted based on the Exchange Per Share Consideration. The exact number of shares of USI Common Stock that will be issued to Infinite Reality stockholders will be fixed immediately prior to the Effective Time to reflect the capitalization of USI as of immediately prior to such time. For a more complete description of the Exchange Per Share Consideration, see the section titled “The Merger Agreement—Exchange Per Share Consideration” in this proxy statement/prospectus/information statement.

On March 1, 2022, USI had outstanding 2,312,887 shares of USI Common Stock, As of March 1, 2022, there were 258,373,942 shares of Infinite Reality  Common Stock outstanding, notes convertible into 43,892,511 shares of Infinite Reality Common Stock, options outstanding to purchase 7,258,424 shares of Infinite Reality Common Stock with an exercise price ranging from $0.06 to $2.99 per share and warrants outstanding to purchase 317,909 shares of Infinite Reality Common Stock with an exercise price of $1.86 per share. Accordingly, by way of example only, if the closing of the merger occurred on March 1, 2022 and assuming the Stock Increase Proposal is approved by the stockholders of USI, USI would issue an aggregate of approximately 94,057,405 shares of USI Common Stock to the holders of Infinite Reality Common Stock at the time of such closing pursuant to the Merger Agreement, such number reflecting the relative valuations of USI and Infinite Reality in accordance with the Merger Agreement and the capitalization of USI as of March 1, 2022. This equates to an Exchange Per Share Consideration of approximately 0.381939363 shares of USI Common Stock per one share of Infinite Reality Common Stock. As a result, following the closing of the merger, USI would have had outstanding a total of 96,370,292

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shares of USI Common Stock warrants to purchase 121,421 shares of USI Common Stock with an exercise price of $1.86 per share and options to purchase 2,772,277 shares of USI Common Stock with exercise prices ranging from $0.06 to $2.99 per share.

Q: What will happen to USI if, for any reason, the merger does not close?

A: If, for any reason, the merger does not close, the USI board of directors may elect to, among other things, attempt to complete another strategic transaction like the merger, attempt to sell or otherwise dispose of the various assets of USI or continue to operate its security products business as it has heretofore operated.

As of December 31, 2021, USI’s cash balance was $387,223. In addition, USI had approximately $5,179,411 of other obligations coming due over the next twelve months. USI has typically funded its operating costs, acquisition activities, working capital requirements and capital expenditures with proceeds from short-term borrowings pursuant to the terms of its Factoring Agreement with Merchant Factors Corporation, cash flows from operations, and the collection of non-factored trade accounts receivable. In the event that USI requires additional capital, but capital is not available USI may then have to scale back or freeze its business plans, sell assets on less than favorable terms, reduce expenses, curtail future acquisition plans to manage its liquidity and capital resources and/or pursue bankruptcy protection.

Q: Why are the companies proposing to merge?

A: USI and Infinite Reality believe that the merger, together with the Sale of the Business, will result in a publicly-traded company operating under the Infinite Reality name that will focus on advancing Infinite Reality’s business of helping brands and creators build their own online community platform with integrated social, Metaverse, streaming, and a unique suite of tools to maximize engagement and commerce, while providing USI’s stockholders with potential upside from the potential growth and expansion of Infinite Reality. Infinite Reality is a social Metaverse technology company focused on the mission that creators should be financially rewarded for the quality content they produce. For a more complete discussion of USI and Infinite Reality’s reasons for the merger, please see the section titled “The Merger—USI Reasons for the Merger” and “The Merger—Infinite Reality Reasons for the Merger.”

Q: Why am I receiving this proxy statement/prospectus/information statement?

A: You are receiving this proxy statement/prospectus/information statement because you have been identified as a stockholder of USI or Infinite Reality as of the applicable record date, and you are entitled, as applicable, to vote at the USI stockholder meeting to approve, among other things, the issuance of shares of USI Common Stock pursuant to the Merger Agreement and the reincorporation of USI to the State of Delaware, or vote at the Infinite Reality stockholder meeting to adopt the Merger Agreement and approve the merger and related transactions. This document serves as:

Q: What is required to consummate the merger?

A: To consummate the merger, among other things, USI stockholders must approve the Stock Issuance Proposal, the Reincorporation Proposal, the Exclusive Forum Proposal, and the Stock Increase Proposal, and Infinite Reality stockholders must adopt the Merger Agreement and approve the merger and the transactions contemplated thereby. USI must also effect the Stock Increase prior to and as a condition to the consummation of the merger.

The approval of the Stock Issuance Proposal, the Reincorporation Proposal, the Exclusive Forum Proposal and the Stock Increase Proposal by the USI stockholders requires the affirmative vote of the holders of two-thirds of the shares of USI Common Stock outstanding on the record date for the USI special meeting. The adoption of the Merger Agreement and the approval of the merger and

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related transactions by the stockholders of Infinite Reality requires the affirmative vote of a majority of the shares of Infinite Reality Common Stock outstanding on the record date for the Infinite Reality special meeting.

In addition to the requirement of obtaining such stockholder approvals and appropriate regulatory approvals, completion of the merger is subject to the satisfaction of a number of other conditions, including authorization for listing of the shares of USI Common Stock issued in the merger on the NYSE American LLC, or NYSE American, and the continued listing of the USI Common Stock on the NYSE American post-merger and the exercise of appraisal rights by the holders of no more than 5% of the Infinite Reality Common Stock.

For a more complete description of the closing conditions under the Merger Agreement, please see the section titled “The Merger Agreement—Conditions to the Closing of the Merger.”

Q: What will Infinite Reality security holders receive in the merger?

A: Pursuant to the Merger Agreement, each share of Infinite Reality Common Stock (other than shares held by Infinite Reality or any of its subsidiaries or Merger Sub, and any Dissenting Shares (as defined in the Merger Agreement)), issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount of shares of USI Common Stock equal to the number of shares of Infinite Reality Common Stock surrendered multiplied by the Exchange Per Share Consideration (as defined in the Merger Agreement). As a result, immediately following the Effective Time, the former Infinite Reality stockholders will hold approximately 97.6% of the outstanding shares of USI Common Stock and the stockholders of USI will retain ownership of approximately 2.4% of the outstanding shares of USI Common Stock. All outstanding Infinite Reality stock options and warrants, if any, whether vested or unvested, that have not been exercised prior to the Effective Time will be converted into a stock option or warrant, as applicable, to purchase shares of USI Common Stock, proportionately adjusted based on the Exchange Per Share Consideration. The exact number of shares of USI Common Stock that will be issued to Infinite Reality stockholders will be fixed immediately prior to the Effective Time to reflect the capitalization of USI as of immediately prior to such time.

Accordingly, by way of example only, if the closing of the merger occurred on March 1, 2022, USI would have issued an aggregate of 94,057,405 shares of USI Common Stock to the holders of Infinite Reality Common Stock at the time of such closing pursuant to the Merger Agreement, such number reflecting the relative valuations of USI and Infinite Reality in accordance with the Merger Agreement and the capitalization of USI as of March 1, 2022. This equates to an Exchange Per Share Consideration of approximately 0.381939363 shares of USI Common Stock per one share of Infinite Reality Common Stock.

For a more complete description of what Infinite Reality security holders will receive in the merger, please see the sections titled “Market Price and Dividend Information” and “The Merger Agreement—Merger Consideration.”

Q: What will USI security holders receive in the merger?

A: USI security holders will not receive any new securities in the merger and will instead retain ownership of their shares of USI Common Stock and other securities exercisable or convertible to USI Common Stock, but their percentage ownership will decrease due to the number of shares being issued in the merger. The value of the assets of USI and all future operations of its current business will inure exclusively to the benefit of USI’s security holders.

Q: Who will be the directors of the combined company following the merger?

A: Upon the closing of the merger, the combined company’s board of directors is expected to be composed of at least five directors, all of whom will be current directors of Infinite Reality or designees of Infinite Reality.

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The table below provides the names and principal affiliation of the individuals currently identified to serve as directors of the combined company following the consummation of the merger.

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Q: Who will be the executive officers of combined company immediately following the merger?

A: Upon the closing of the merger, the executive management team of the combined company is expected to be composed of the following persons:

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Q: What are the material U.S. federal income tax consequences of the merger to holders of Infinite Reality Common Stock?

A: The merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986 (the “Code”). In connection with the filing of the registration statement of which this proxy statement/prospectus/information statement is a part, Bryan Cave Leighton Paisner LLP (“BCLP”), Infinite Reality’s counsel, has delivered to Infinite Reality, its opinion that, for United States federal income tax purposes, subject to the limitations, assumptions and qualifications described in the opinion and in the section entitled “Material United States Federal Income Tax Consequences of the Sale of the Business, the Reincorporation and the Merger,” the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The opinion of BCLP will be based on certain representations, assumptions and covenants regarding the merger, including representations and covenants contained in officer’s certificates furnished to BCLP by USI, Infinite Reality and Merger Sub, which are customary for transactions of this type. If any of the representations, assumptions or covenants upon which the opinion relies is incorrect, incomplete or inaccurate or is violated, the accuracy of the opinion may be affected and the tax consequences of the merger could differ from those described in this proxy statement/prospectus/information statement.

Accordingly, if you are a U.S. holder (as defined in the section entitled “Material United States Federal Income Tax Consequences of the Sale of the Business, the Reincorporation and the Merger”) of Infinite Reality Common Stock, you will not recognize any gain or loss for U.S. federal income tax purposes upon your exchange of shares of Infinite Reality Common Stock for shares of USI Common Stock in the merger, except with respect to cash received in lieu of fractional shares of USI Common Stock. Notwithstanding the foregoing, your tax treatment will depend on your specific situation and many variables not within USI’s or Infinite Reality’s control.

For further information, see the section entitled “Material U.S. Federal Income Tax Consequences of the Sale of the Business, the Reincorporation and the Merger.”

Q: What are the material U.S. federal income tax consequences of the Sale of the Business and the reincorporation to holders of USI Common Stock?

A: The distribution of proceeds from the Sale of the Business or CVRs prior to the Effective Date is expected to be treated as a taxable dividend to holders of USI Common Stock in an amount equal to the fair market value of the proceeds or contingent value rights received, to the extent of such holder’s ratable share of USI’s current and accumulated earnings and profits. To the extent the fair market value of such distribution exceeds such earnings and profits, such distribution would constitute a return of capital and would first reduce

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the holder’s basis in its USI Common Stock, but not below zero, and then will be treated as a gain from the sale of the USI stock. However, the U.S. federal income tax treatment of the CVRs is uncertain, and holders receiving CVRs are urged to consult their tax advisors regarding the treatment of CVRs in their particular circumstances.

The reincorporation is expected to constitute a “reorganization” for U.S. federal income tax purposes. As a result, a USI U.S. holder generally should not recognize gain or loss upon the reincorporation. A USI U.S. holder’s aggregate tax basis in the shares of USI Common Stock received pursuant to the reincorporation should equal the aggregate tax basis of the shares of USI Common Stock surrendered, and such USI U.S. holder’s holding period in the shares of USI Common Stock received should include the holding period in the shares of USI Common Stock surrendered.

For further information, see the section entitled “Material U.S. Federal Income Tax Consequences of the Sale of the Business, the Reincorporation and the Merger.”

Q: Do persons involved in the merger have interests that may conflict with mine as a USI stockholder?

A: Yes. In considering the recommendation of the USI board of directors with respect to issuing shares of USI Common Stock pursuant to the Merger Agreement and the other matters to be acted upon by USI stockholders at the USI special meeting, USI stockholders should be aware that certain members of the USI board of directors and executive officers of USI have interests in the merger that may be different from, or in addition to, interests they have as USI stockholders.

As of March 1, 2022, USI’s directors and executive officers beneficially owned approximately 10.7% of the outstanding shares of USI Common Stock.

Harvey B. Grossblatt, USI’s President and Chief Executive Officer, has an employment agreement dated July 18, 2005, as amended (“Employment Agreement”), with USI, which provides that if his employment is terminated following or in anticipation of a “change of control” of USI, he will be entitled to receive a lump sum payment equal to his base salary for the balance of the Employment Agreement’s term. In addition, Mr. Grossblatt is entitled to receive health benefits for three years, and an additional lump sum payment payable on the anniversary of the termination equal to the 401(k) plan contribution the Company would have made on behalf of USI had he remained employed by the Company during such three-year period. Furthermore, Mr. Grossblatt will receive an amount equal to three times his base salary for the last 12 months and the amount of his last bonus, limited to 2.99 times his average annual taxable compensation from USI which is included in his gross income for the five taxable years of USI ending before the date on which the change of control occurs. All amounts due to Mr. Grossblatt under his Employment Agreement will be grossed up for taxes and will be paid out of the proceeds of the Sale of the Business.

In addition, all of USI’s current executive officers and directors will be entitled to certain indemnification and liability insurance coverage following the merger, pursuant to the terms of the Tail Policy, as described in the section titled “Agreements Related to the Merger—Tail Policy.”

For more information, please see the sections titled “The Merger—Interests of the USI Directors and Executive Officers in the Merger.”

Q: Do persons involved in the merger have interests that may conflict with mine as an Infinite reality stockholder?

A: Yes. In considering the recommendation of the Infinite Reality board of directors with respect to voting to approve the merger and related transactions at the Infinite Reality stockholder meeting, Infinite Reality stockholders should be aware that certain members of the Infinite Reality board of directors and executive officers of Infinite Reality have interests in the merger that may be different from, or in addition to, interests they have as Infinite Reality stockholders.

All of Infinite Reality’s current executive officers and directors hold shares of Infinite Reality Common Stock, which will, at the Effective Time, be automatically converted into the right to receive an amount of registered shares of USI Common Stock in accordance with the Exchange Per Share Consideration. As of March 31, 2022, Infinite Reality’s directors and current executive officers beneficially owned approximately 60.83% of the outstanding shares of Infinite Reality Common Stock. In addition, all of Infinite Reality’s current executive officers and several of its directors are expected to become executive officers and directors of the combined company upon the closing of the merger and are entitled to certain indemnification and liability insurance coverage.

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For more information, please see the sections titled “The Merger—Interests of the Infinite Reality Directors and Executive Officers in the Merger.”

Q: As a USI stockholder, how does the USI board of directors recommend that I vote?

A: After careful consideration, the USI board of directors unanimously recommends that USI stockholders vote:

If on the date of the USI special meeting, or a date preceding the date on which the USI special meeting is scheduled, USI reasonably believes that (i) it will not receive proxies sufficient to obtain the required vote to approve the USI Proposals, whether or not a quorum would be present or (ii) it will not have sufficient shares of USI Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the USI special meeting, USI may postpone or adjourn, or make one or more successive postponements or adjournments of, the USI special meeting as long as the USI special meeting is not postponed or adjourned more than an aggregate of 30 calendar days in connection with any postponements or adjournments.

Because USI currently does not have sufficient authorized capital stock to issue the Merger Consideration to the Infinite Reality stockholders, the merger will not be consummated unless both the Stock Issuance Proposal and the Stock Increase Proposal are approved by the USI stockholders at the USI special Meeting. In addition, implementation of the Reincorporation Proposal and the Exclusive Forum Proposal are conditions to the closing of the merger. It is also a condition to closing of the merger that the NYSE American authorize for listing the shares of USI Common Stock issued in the merger and the continued listing of the USI Common Stock on the NYSE American post-merger. However, assuming all other closing conditions have been either satisfied or waived, the merger may be consummated even if the Plan Proposal is not approved by USI’s stockholders.

Q: As an Infinite Reality stockholder, how does the Infinite Reality board of directors recommend that I vote?

A: After careful consideration, the Infinite Reality board of directors recommends that Infinite Reality stockholders vote to adopt the Merger Agreement and approve the merger and the transactions contemplated thereby at the Infinite Reality stockholder meeting.

Q: What risks should I consider in deciding whether to vote in favor of the USI Proposals or to vote to approve the Merger Agreement and the transactions contemplated thereby at the Infinite Reality stockholder meeting, as applicable?

A: You should carefully review this proxy statement/prospectus/information statement, including the section titled “Risk Factors,” which sets forth certain risks and uncertainties related to the merger, risks and uncertainties to which the combined company’s business will be subject, and risks and uncertainties to which each of USI and Infinite Reality, as an independent company, is subject.

Q: When do you expect the merger to be consummated?

A: The merger is anticipated to close as soon as possible after the USI special meeting is held on             , 2022, but USI cannot predict the exact timing. For more information, please see the section titled “The Merger Agreement—Conditions to the Closing of the Merger.”

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Q: What do I need to do now?

A: USI and Infinite Reality urge you to read this proxy statement/prospectus/information statement carefully, including its annexes, and to consider how the merger affects you.

If you are a USI stockholder, you may provide your proxy instructions in one of three different ways. First, you can mail your signed proxy card in the enclosed return envelope. Second, you may provide your proxy instructions via telephone by following the instructions on your proxy card or voting instruction form. Third, you may provide your proxy instructions via the Internet by following the instructions on your proxy card or voting instruction form. Please provide your proxy instructions only once, unless you are revoking a previously delivered proxy instruction, and as soon as possible so that your shares can be voted at the special meeting of USI stockholders.

If you are an Infinite Reality stockholder, you will be asked to a vote at a special meeting of stockholders of Infinite Reality, the information for which will be send to you under separate cover.

Q: What happens if I do not return a proxy card or otherwise provide proxy instructions, as applicable?

A: If you are a USI stockholder of record and you return a signed proxy card without marking any selections, your shares will be voted “FOR” each of the Stock Issuance Proposal, the Reincorporation Proposal, the Exclusive Forum Proposal, the Stock Increase Proposal, the Plan Proposal and the Adjournment Proposal.

If you are a beneficial owner of shares of USI Common Stock and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange, or NYSE, deems the particular proposal to be a “routine” matter and how your broker or nominee exercises any discretion they may have in the voting of the shares that you beneficially own. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management supported.

For any USI Proposal that is considered a “routine” matter, your broker or nominee may vote your shares in its discretion either for or against the proposal even in the absence of your instruction. For any USI Proposal that is considered a “non-routine” matter for which you do not give your broker instructions, the USI shares will be treated as broker non-votes. Broker non-votes occur when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Broker non-votes will not be considered to be shares “entitled to vote” at the meeting and will not be counted as having been voted on the applicable proposal.

USI believes that all of the USI Proposals will be considered “non-routine” matters by the NYSE. This belief is based on preliminary guidance from the NYSE and may be incorrect or change before the special meeting. Therefore, if you are a beneficial owner and want to ensure that shares you beneficially own are voted in favor or against any or all of the USI Proposals, the only way you can do so is to give your broker or nominee specific instructions as to how the shares are to be voted.

Q: May I vote in person at the special meeting of stockholders of USI?

A: If your shares of USI Common Stock are registered directly in your name with the USI transfer agent, you are considered to be the stockholder of record with respect to those shares, and the proxy materials and proxy card are being sent directly to you by USI. If you are a USI stockholder of record, you may attend the special meeting of USI stockholders and vote your shares in person. Even if you plan to attend the USI special meeting in person, USI requests that you sign and return the enclosed proxy to ensure that your shares will be represented at the USI special meeting if you are unable to attend. If your shares of USI Common Stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by your broker or other nominee together with a voting instruction card. As the beneficial owner, you are also invited to attend the special meeting of USI stockholders. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the USI special meeting unless you obtain a proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting.

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Q: When and where is the special meeting of USI stockholders being held?

A: The special meeting of USI stockholders will be held at [the offices of USI, 11407 Cronhill Drive, Suite A, Owings Mills, Maryland 21117], at     :00 [a.m.][p.m.] local time, on             , 2022. Subject to space availability, all USI stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis.

Q: If my USI shares are held in “street name” by my broker, will my broker vote my shares for me?

A: Unless your broker has discretionary authority to vote on certain “routine” matters, your broker will not be able to vote your shares of USI Common Stock on matters requiring discretionary authority without instructions from you.

USI believes that brokers will not have discretionary authority to vote for any of the USI Proposals, as USI believes such matters to be “non-routine” under the applicable rules of the NYSE. To make sure that your vote is counted, you should instruct your broker to vote your shares, following the procedures provided by your broker.

Q: May I change my vote after I have submitted a proxy or provided proxy instructions?

A: USI stockholders of record may change their vote at any time before their proxy is voted at the USI special meeting in one of three ways. First, a USI stockholder of record can send a written notice to the Secretary of USI stating that it would like to revoke its proxy. Second, a USI stockholder of record can submit new proxy instructions either on a new proxy card or via telephone or the Internet. Third, a USI stockholder of record can attend the USI special meeting and vote in person. Attendance alone will not revoke a proxy. If a USI stockholder of record or a stockholder who owns USI shares in “street name” has instructed a broker to vote its shares of USI Common Stock, the stockholder must follow directions received from its broker to change those instructions.

Q: Who is paying for this proxy solicitation?

A: Pursuant to the Merger Agreement, Infinite Reality will pay the costs of printing and filing this proxy statement/prospectus/information statement and proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of USI Common Stock for the forwarding of solicitation materials to the beneficial owners of USI Common Stock. Infinite Reality will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials. In addition, Infinite Reality plans to engage a proxy solicitation firm, to solicit proxies from USI’s stockholders for a to-be-determined fee plus approved out-of-pocket expenses.

Q: Who can help answer my questions?

A: If you are a USI stockholder and would like additional copies, without charge, of this proxy statement/prospectus/information statement or if you have questions about the merger, including the procedures for voting your shares, you should contact:

11407 Cronhill Drive, Suite A

Owings Mills, MD 21117

Attention: Harvey B. Grossblatt, President and Chief Executive Officer

(410) 363-3000

If you are an Infinite Reality stockholder and would like additional copies, without charge, of this proxy statement/prospectus/information statement or if you have questions about the merger, including the procedures for voting your shares, you should contact:

75 North Water Street

Norwalk, CT 06854

Attention: Eric I Cohen, Corporate Secretary

(203) 939-9951

You may also request additional copies from Infinite Reality’s proxy solicitor. Contact information for the proxy solicitor will be provided once that firm is engaged.

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PROSPECTUS SUMMARY

This summary highlights selected information from this proxy statement/prospectus/information statement and may not contain all of the information that is important to you. To better understand the merger, the proposals being considered at the USI special meeting and the Infinite Reality special meeting, you should read this entire proxy statement/prospectus/information statement carefully, including the Merger Agreement and the other annexes to which you are referred to herein. For more information, please see the section titled “Where You Can Find More Information.”

The Parties

Universal Security Instruments, Inc.

11407 Cronhill Drive, Suite A

Owings Mills, MD 21117

(410) 363-3000

Universal Security Instruments, Inc., or USI, designs and markets a variety of popularly-priced safety products consisting primarily of smoke alarms, carbon monoxide alarms and related products. Most of USI’s products require minimal installation, are designed for easy installation by the consumer without professional assistance, and are sold through retail stores. USI also markets products to the electrical distribution trade through its wholly owned subsidiary, USI Electric, Inc. The electrical distribution trade includes electrical and lighting distributors as well as manufactured housing companies. Products sold by USI Electric usually require professional installation.

USI was incorporated in Maryland in 1969. Information about USI may be obtained from its website www.universalsecurity.com. The USI Common Stock is traded on the   NYSE American under the symbol “UUU.”

Infinite Reality, Inc.

75 North Water Street

Norwalk, CT 06854

(203) 939-9951

Infinite Reality, Inc., or Infinite Reality, is the social Metaverse technology company born from the dynamic merger of Display Social, the social commerce media platform and app better known as the “social that pays,” and Thunder Studios, the fully integrated production and entertainment services company. Infinite Reality is focused on the mission that creators should be financially rewarded for the quality content they produce. Infinite Reality is committed to helping brands and creators build their own online community platform within the Metaverse on the back of the blockchain. Infinite Reality will provide creators with a suite of both front end and back end tools to power their Metaverse with a fully integrated suite of tools like a social media feed, data capture and analytics, content moderation, ad service engines, individual storefronts connected to the most dynamic retail partners, streaming, and many more to maximize engagement and commerce. By providing both the back and front-end resources, Infinite Reality empowers anyone with a phone or computer to capitalize on their social creativity and create their own unique place in the Metaverse.

Infinite Reality is a Delaware corporation. Information about Infinite Reality may be obtained from its websites theinfinitereality.com and displaysocial.com.

D-U Merger Sub, Inc.

11407 Cronhill Drive, Suite A

Owings Mills, MD 21117

(410) 363-3000

D-U Merger Sub Inc., or Merger Sub, is a wholly owned subsidiary of USI and was formed in 2021 solely for the purposes of carrying out the merger.

The Merger

If the merger is consummated, Merger Sub will merge with and into Infinite Reality, with Infinite Reality surviving the merger as a wholly owned subsidiary of the combined company.

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Pursuant to the Merger Agreement, each share of Infinite Reality Common Stock (other than shares held by Infinite Reality or any of its subsidiaries or Merger Sub and Dissenting Shares (as defined in the Merger Agreement)) issued and outstanding immediately prior to the effective time of the merger (the “Effective Time”) shall be automatically converted into the right to receive a number of shares of USI Common Stock equal to the number of shares of Infinite Reality Common Stock surrendered multiplied by the Exchange Per Share Consideration (as defined in the Merger Agreement) (the “Merger Consideration”). As a result, immediately following the Effective Time, the former Infinite Reality stockholders will hold approximately 97.6% of the outstanding shares of USI Common Stock and the stockholders of USI will retain ownership of approximately 2.4% of the outstanding shares of USI Common Stock. In addition, the value of the business assets of USI and its ongoing business will continue to inure to the benefit of the pre-merger stockholders of USI if the Sale of the Business is not completed before the Effective Time. All outstanding Infinite Reality stock options and warrants, if any, whether vested or unvested, that have not been exercised prior to the Effective Time will be converted into a stock option or warrant, as applicable, to purchase shares of USI Common Stock, proportionately adjusted based on the Exchange Per Share Consideration. The exact number of shares of USI Common Stock that will be issued to Infinite Reality stockholders will be fixed immediately prior to the Effective Time to reflect the capitalization of USI as of immediately prior to such time. For a more complete description of the Exchange Per Share Consideration, see the section titled “The Merger Agreement—Exchange Per Share Consideration” in this proxy statement/prospectus/information statement.

On March 1, 2022, USI had outstanding 2,312,887 shares of USI Common Stock, As of March 1, 2022, there were 258,373,942 shares of Infinite Reality  Common Stock outstanding, notes convertible into 43,892,511 shares of Infinite Reality Common Stock, options outstanding to purchase 7,258,424 shares of Infinite Reality Common Stock with an exercise price ranging from $0.06 to $2.99 per share and warrants outstanding to purchase 317,909 shares of Infinite Reality Common Stock with an exercise price of $1.86 per share. Accordingly, by way of example only, if the closing of the merger occurred on March 1, 2022 and assuming the Stock Increase Proposal is approved by the stockholders of USI, USI would issue an aggregate of approximately 94,057,405 shares of USI Common Stock to the holders of Infinite Reality Common Stock at the time of such closing pursuant to the Merger Agreement, such number reflecting the relative valuations of USI and Infinite Reality in accordance with the Merger Agreement and the capitalization of USI as of March 1, 2022. This equates to an Exchange Per Share Consideration of approximately 0.381939363 shares of USI Common Stock per one share of Infinite Reality Common Stock. As a result, following the closing of the merger, USI would have had outstanding a total of 96,370,292 shares of USI Common Stock warrants to purchase 121,421 shares of USI Common Stock with an exercise price of $1.86 per share and options to purchase 2,772,277 shares of USI Common Stock with exercise prices ranging from $0.06 to 2.99 per share.

The closing of the merger will occur no later than the second business day after the last of the conditions to the merger has been satisfied or waived, or at another time as USI and Infinite Reality agree. USI and Infinite Reality anticipate that the closing of the merger will occur promptly after the USI special meeting. However, because the merger is subject to a number of conditions, neither USI nor Infinite Reality can predict exactly when the closing will occur or if it will occur at all. Following the merger, USI will be renamed “Infinite Reality Holdings, Inc.”

Reasons for the Merger

In the course of its evaluation of the Merger Agreement and merger with Infinite Reality, the USI Board held numerous meetings, consulted with USI’s executive management, USI’s outside legal counsel and USI’s financial advisors, and reviewed and assessed a significant amount of information, and considered a number of factors, including the following:

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For more information on the Infinite Reality board of directors’ reasons for the transaction, see the section titled “The Merger—Infinite Reality Reasons for the Merger.”

Overview of the Merger Agreement and Agreements Related to the Merger Agreement

Merger Consideration

At the closing of the merger:

Immediately after the merger, based on the Exchange Per Share Consideration, Infinite Reality security holders will own approximately 97.6% of the post-closing outstanding shares of USI Common Stock (the “Post-Closing Shares”) and USI security holders will own approximately 2.4% of the Post-Closing Shares.

The Exchange Per Share Consideration is an estimate only and the final Exchange Per Share Consideration will be determined pursuant to a formula described in more detail in the Merger Agreement and in this proxy statement/prospectus/information statement. Adjustments to the Exchange Per Share Consideration are described in more detail in the Merger Agreement and in this proxy statement/prospectus/information statement.

The Merger Agreement does not include a price-based termination right, and there will be no adjustment to the total number of shares of USI Common Stock that Infinite Reality security holders will be entitled to receive for changes in the market price of USI Common Stock. However, the stockholders of USI will be entitled to receive up to an additional 1% of the Post-Closing Shares based on the market capitalization of USI Common Stock during the six-month period following completion of the merger. The Exchange Per Share Consideration may be adjusted to reflect relative cash balances for USI and Infinite Reality and the capitalization of USI at closing, as provided for in the Merger Agreement.

Accordingly, the market value of the shares of USI Common Stock issued pursuant to the Merger Agreement will depend on the market value of the shares of USI Common Stock at the time the Merger closes and could vary significantly from the market value on the date

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of this proxy statement/prospectus/information statement. On             , 2022, the last trading day before the date of this proxy statement/prospectus/information statement, the closing sale price of USI common stock was $         per share.

Conditions to the Closing of the Merger

To consummate the merger, among other things, USI stockholders must approve the Stock Issuance Proposal, the Reincorporation  Proposal, the Exclusive Forum Proposal and the Stock Increase Proposal, and Infinite Reality stockholders must adopt the Merger Agreement and approve the merger and the transactions contemplated thereby. USI must also effect the Stock Increase prior to and as a condition to the consummation of the merger.

The approval of the Stock Issuance Proposal, the Reincorporation Proposal, the Exclusive Forum Proposal and the Stock Increase Proposal by the USI stockholders requires the affirmative vote of the holders of two-thirds of the shares of USI Common Stock outstanding on the record date for the USI special meeting, presuming a quorum is present at the meeting. The adoption of the Merger Agreement and the approval of the merger and related transactions by the stockholders of Infinite Reality requires the affirmative vote of a majority of the shares of Infinite Reality Common Stock outstanding on the record date for the Infinite Reality special meeting; provided, that a majority of the outstanding shares of Infinite Reality Common Stock entitled to vote at the Infinite Reality special meeting is present, in person or by proxy.

In addition to the requirement of obtaining such stockholder approvals and appropriate regulatory approvals, completion of the Merger is subject to the satisfaction of a number of other conditions, including authorization for listing of the shares of USI Common Stock issued in the merger on the NYSE American and the continued listing of the USI Common Stock on the NYSE American post-merger, and the exercise of appraisal rights by the holders of no more than 5% of the Infinite Reality Common Stock.

In addition to obtaining such stockholder approvals, each of the other closing conditions set forth in the Merger Agreement must be satisfied or waived.

Alternative Acquisition Proposals

Each of USI and Infinite Reality agreed that, subject to certain exceptions, if either USI nor Infinite Reality receives an “acquisition proposal” that the receiving company’s board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in an offer that is more favorable, from a financial point of view, to the stockholders of the receiving party than the merger, the receiving party shall promptly (and in no event later than one business day after becoming aware of such proposal) advise the other party orally and in writing of such proposal (including the identity of the person making or submitting such proposal, and the material terms thereof). The party receiving such proposal shall keep the other party reasonably informed with respect to the status and material terms of any such proposal and any material modification or proposed material modification thereto.

An “acquisition proposal” means any inquiry, proposal or offer that relates to or is reasonably likely to lead to (a) any direct or indirect acquisition, purchase, sale, disposition, license, lease, exchange or transfer of 20% or more of the assets of the such party, or to which 20% or more of such party’s consolidated revenues or earnings are attributable, (b) any direct or indirect acquisition, sale or purchase (including by merger, consolidation or otherwise) of 50% or more of any class of equity or voting securities of such party, (c) any tender offer or exchange offer that if consummated would result in any third party beneficially owning 20% or more of any class of equity or voting securities of such party or of any resulting, surviving or successor company, (d) any merger, share exchange, consolidation, business combination, recapitalization, reorganization, joint venture, liquidation, dissolution or similar transaction involving such party, or (e) any other transaction the consummation of which would reasonably be expected to interfere with, materially delay or prevent the consummation of the merger, in each case other than the merger.

Termination of the Merger Agreement

Either USI or Infinite Reality can terminate the Merger Agreement under certain circumstances, which would prevent the merger from being consummated.

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Termination Fees

If the Merger Agreement is terminated under certain circumstances and certain other events occur as described in the Merger Agreement, either USI or Infinite Reality will be required to pay the other party a termination fee equal to 4% of the Market Capitalization (as defined in the Merger Agreement) as of the date of the Merger Agreement plus up to $100,000 in expenses. Moreover, if either USI or Infinite Reality fails to pay any termination fee when due, then it will be required to pay reasonable fees and expenses incurred in connection with the collection of such overdue amount in addition to the termination fee.

Registration Statement

In connection with the Merger Agreement, USI has agreed to prepare and file with the Securities and Exchange Commission (the “SEC”), as promptly as reasonably practical following the Effective Time, a registration statement covering such number of shares of USI Common Stock as Infinite Reality requests. This registration statement is intended, among other things, to cover the resale of all shares of combined company common stock issued pursuant to the Standby Equity Purchase Agreement described below under “—Standby Equity Purchase Agreement.”

Management and Headquarters Following the Merger

Effective as of the closing of the merger, the combined company’s executive officers are expected to be composed of the following members of the current Infinite Reality management teams:

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Following the merger, the combined company’s headquarters will be at 75 North Water Street, Norwalk, CT 06854.

Related Transactions and Agreements

Contingent Value Rights Agreement

USI has agreed that it will make reasonable efforts to dispose of its current business (the “Sale of the Business”) prior to the Effective Time. The Sale of the Business may occur via transfer of the assets, liabilities and operations relating to such business to a newly formed subsidiary, followed by the sale of such subsidiary, or via a sale of assets. The net proceeds of the Sale of the Business, after accounting for liabilities retained by USI, if any, and taxes owed, shall be distributed to the pre-merger security holders of USI. In addition, USI will be obligated to purchase a comprehensive general liability insurance policy providing coverage against any potential future costs, expenses, losses or liabilities relating to the Sale of the Business.

On the closing date of the merger, USI will issue to each pre-merger USI security holder a contingent value right, or CVR, pursuant to a Contingent Value Rights Agreement to be entered into at the Effective Time. Pursuant to the CVRs, the proceeds of the Sale of the Business will be distributed to the holders of those rights once the Sale of the Business is completed.

Tail Policy

Pursuant to the Merger Agreement, USI and Infinite Reality have agreed that prior to the Effective Time, Infinite Reality shall, at its sole election, either provide for the continuation of its directors’ and officers’ liability insurance policy in effect as of the Effective Time for the benefit of the current or former directors or officers of USI and its subsidiaries (the “USI Indemnified Persons”) or purchase an extended reporting period endorsement (the “Tail Policy”) to insure the USI Indemnified Persons following the closing of the merger. Infinite Reality shall be responsible for the cost of the Tail Policy. The current policy or Tail Policy, as applicable, shall provide the USI Indemnified Persons with coverage for six (6) years from and after the Effective Time with respect to acts or omissions occurring at or

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prior to the Effective Time and shall contain terms and coverage amounts at least as favorable as the terms and coverage amounts of the Company’s policy as of the Effective Time. For the period of six (6) years from and after the Effective Time, the surviving company is not permitted to cancel or amend the current policy or Tail Policy, as applicable.

Standby Equity Purchase Agreement

On March 4, 2022, Infinite Reality and YA II PN, Ltd., an affiliate of Yorkville Global Advisors, LP (the “Investor”), entered into a Standby Equity Purchase Agreement (the “Standby Equity Purchase Agreement”). Pursuant to the Standby Equity Purchase Agreement, after the Effective Time of the merger, the combined company may, at its sole option, cause the Investor thereunder to purchase up to $200 million of USI Common Stock in one or more tranches during the term of the agreement. The purchase price for any shares sold shall be (i) 90% multiplied by (ii) the lowest daily VWAP of the combined company’s common stock during the five consecutive trading days beginning on the day the combined company gives the Investor notice of its intent to require the Investor to purchase shares. The Investor’s beneficial ownership of combined company common stock may not at any time exceed 4.99% of the then-outstanding common stock. The resale of all shares issued and sold to the Investor will be registered pursuant to the registration statement that the combined company will file following the Effective Time, as described above under “—Overview of the Merger Agreement and Agreements Related to the Merger Agreement—Registration Statement.”

The USI Special Meeting

The special meeting of stockholders of USI will be held on             , 2022 at     :00 [a.m.][p.m.], local time, at [the offices of USI, 11407 Cronhill Drive, Suite A, Owings Mills, Maryland  21117], for the following purposes:

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Collectively the proposals above are referred to as the “USI Proposals.” On each matter to be voted upon, stockholders have one vote for each share of USI Common Stock owned as of             , 2022. Votes will be counted by the inspector of election. The following table summarizes vote requirements and the effect of abstentions and broker non-votes.

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The information in the preceding table with respect to the effect of broker non-votes may be incorrect or change before the special meeting. Therefore, if you are a beneficial owner and want to ensure that shares you beneficially own are voted in favor or against any or all of the USI Proposals, the only way you can do so is to give your broker or nominee specific instructions as to how the shares are to be voted.

If on the date of the USI special meeting, or a date preceding the date on which the USI special meeting is scheduled, USI reasonably believes that (i) it will not receive proxies sufficient to obtain the required vote to approve the USI Proposals, whether or not a quorum would be present or (ii) it will not have sufficient shares of USI Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the USI special meeting, USI  may postpone or adjourn, or make one or more successive postponements or adjournments of, the USI special meeting as long as the USI special meeting is not postponed or adjourned more than an aggregate of 30 calendar days in connection with any postponements or adjournments.

Because USI currently does not have sufficient authorized capital stock to issue the Merger Consideration to the Infinite Reality stockholders, the merger will not be consummated unless both the Stock Issuance Proposal and the Stock Increase Proposal are approved by the USI stockholders at the USI special meeting. In addition, implementation of the Reincorporation Proposal and the Exclusive Forum Proposal are conditions to the closing of the merger. It is also a condition to closing of the merger that the NYSE American authorize for listing the shares of USI Common Stock issued in the merger and the continued listing of the USI Common Stock on the NYSE American post-merger. However, assuming all other closing conditions have been either satisfied or waived, the merger may be consummated even if the Plan Proposal is not approved by USI’s stockholders.

The Infinite Reality Special Meeting

The adoption of the Merger Agreement and the approval of the merger and related transactions by Infinite Reality stockholders requires the affirmative votes of a majority of the outstanding shares of Infinite Reality Common Stock.

Following the registration statement on Form S-4, of which this proxy statement/prospectus/information statement is a part, being declared effective by the SEC and pursuant to the conditions of the Merger Agreement, Infinite Reality stockholders will have the opportunity to elect to adopt the Merger Agreement, thereby approving the merger and related transactions, at a special meeting of the stockholders of Infinite Reality to be held prior to the merger. Stockholders will have one vote for each share of Infinite Reality Common Stock owned as of the record date for such meeting. Votes will be counted by the inspector of election. Stockholders of Infinite Reality will be receiving information regarding this special meeting of stockholders under separate cover.

In addition to the requirement of obtaining such stockholder approval and appropriate regulatory approvals, each of the other closing conditions set forth in the Merger Agreement must be satisfied or waived.

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Interests of Directors and Executive Officers of USI and Infinite Reality

Interests of the USI Directors and Executive Officers in the Merger

In considering the recommendation of the USI board of directors with respect to issuing shares of USI Common Stock pursuant to the Merger Agreement and the other matters to be acted upon by USI stockholders at the USI special meeting, USI stockholders should be aware that certain members of the USI board of directors and executive officers of USI have interests in the merger that may be different from, or in addition to, interests they have as USI stockholders.

As of March 1, 2022, USI’s directors and executive officers beneficially owned approximately 10.7% of the outstanding shares of USI Common Stock.

Harvey B. Grossblatt, USI’s President and Chief Executive Officer, has an employment agreement dated July 18, 2005, as amended (“Employment Agreement”), with USI, which provides that if his employment is terminated following or in anticipation of a “change of control” of USI, he will be entitled to receive a lump sum payment equal to his base salary for the balance of the Employment Agreement’s term. In addition, Mr. Grossblatt is entitled to receive health benefits for three years, and an additional lump sum payment payable on the anniversary of the termination equal to the 401(k) plan contribution the Company would have made on behalf of USI had he remained employed by the Company during such three-year period. Furthermore, Mr. Grossblatt will receive an amount equal to three times his base salary for the last 12 months and the amount of his last bonus, limited to 2.99 times his average annual taxable compensation from USI which is included in his gross income for the five taxable years of USI ending before the date on which the change of control occurs. All amounts due to Mr. Grossblatt under his Employment Agreement will be grossed up for taxes and will be paid out of the proceeds of the Sale of the Business.

In addition, all of USI’s current executive officers and directors will be entitled to certain indemnification and liability insurance coverage pursuant to the terms of the Tail Policy, as described above under “—Related Transactions and Agreements—Tail Policy.”

The USI board of directors was aware of these interests and considered them, among other matters, in its decision to approve the Merger Agreement. For more information, please see the sections titled “The Merger—Interests of the USI Directors and Executive Officers in the Merger,” “Agreements Related to the Merger—Contingent Value Rights Agreement” and “Agreements Related to the Merger—Tail Policy.”

Interests of the Infinite Reality Directors and Executive Officers in the Merger

In considering the recommendation of the Infinite Reality board of directors with respect to voting to approve the merger and related transactions by at the Infinite Reality stockholder meeting, Infinite Reality stockholders should be aware that certain members of the Infinite Reality board of directors and executive officers of Infinite Reality have interests in the merger that may be different from, or in addition to, interests they have as Infinite Reality stockholders.

All of Infinite Reality’s current executive officers and directors hold shares of Infinite Reality Common Stock, which will, at the Effective Time, be automatically converted into the right to receive an amount of registered shares of USI Common Stock in accordance with the Exchange Per Share Consideration. As of March 31, 2022, Infinite Reality’s directors and current executive officers beneficially owned approximately 60.83% of the outstanding shares of Infinite Reality Common Stock. In addition, all of Infinite Reality’s current executive officers and several of its directors are expected to become executive officers and directors of the combined company upon the closing of the merger and are entitled to certain indemnification and liability insurance coverage.

The Infinite Reality board of directors was aware of these interests and considered them, among other matters, in its decision to approve the Merger Agreement. For more information, please see the sections titled “The Merger—Interests of the Infinite Reality Directors and Executive Officers in the Merger,” and “Certain Relationships and Related-Party Transactions—Infinite Reality.”

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Risk Factors

Both USI and Infinite Reality are subject to various risks associated with their businesses and their industries. In addition, the merger, including the possibility that the merger may not be completed, poses a number of risks to each company and its respective stockholders, including the following risks:

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These risks and other risks are discussed in greater detail under the section titled “Risk Factors” and in the documents incorporated by reference in this proxy statement/prospectus/information statement. USI and Infinite Reality both encourage you to read and consider all of these risks carefully.

Regulatory Approvals

USI must comply with applicable federal and state securities laws and the rules and regulations of the NYSE American in connection with the issuance of shares of USI Common Stock pursuant to the Merger Agreement and the filing of this proxy statement/prospectus/information statement with the SEC.

NYSE American Stock Market Listing

The approval by the NYSE American of (i) the continued listing of the USI Common Stock following the Effective Time and (ii) the listing of the shares of USI Common Stock being issued in connection with the merger at or prior to the Effective Time are conditions to the closing of the merger. Infinite Reality has agreed to cooperate with USI to furnish to USI all information concerning Infinite Reality and its security holders that may be required or reasonably requested in connection with the NYSE American. If such approvals are obtained, USI anticipates that the combined company’s common stock will be listed on the NYSE American and continue under the trading symbol “UUU” following the closing of the merger.

Anticipated Accounting Treatment

If the Sale of the Business prior to the closing of the merger is expected to be treated by USI as a reverse merger and accounted for as a recapitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). For accounting purposes, Infinite Reality is considered to be acquiring USI in the Merger.

If the Sale of the Business occurs after closing of the merger is expected to be treated by USI as a reverse merger and accounted for as a business combination in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). For accounting purposes, Infinite Reality is considered to be acquiring USI in the Merger.

Appraisal Rights

Holders of shares of USI capital stock are not entitled to appraisal rights in connection with the merger. Infinite Reality stockholders are entitled to appraisal rights in connection with the merger under Delaware law. For more information about such rights, see the provisions of Section 262 of the Delaware General Corporation Law, attached hereto as Annex F, and the section titled “The Merger—Appraisal Rights.”

Comparison of Stockholder Rights

USI is incorporated under the laws of the State of Maryland, and Infinite Reality is incorporated under the laws of the State of Delaware. The Merger Agreement contemplates that USI will reincorporate to the State of Delaware in connection with the merger. If the merger and the reincorporation are completed, USI stockholders will be stockholders of the combined company, which will be a Delaware corporation, and their rights will be governed by the Delaware General Corporation Law (“DGCL”), the Delaware bylaws of USI, and the Delaware certificate of incorporation of USI. The rights of USI stockholders contained in the proposed Delaware certificate of

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incorporation and bylaws of USI differ from the rights of USI stockholders under the Maryland certificate of incorporation and bylaws of USI and the Maryland General Corporation Law. Additionally, the rights of Infinite Reality stockholders under the proposed Delaware certificate of incorporation and Delaware bylaws of the combined company differ from their rights under the current certificate of incorporation and bylaws of Infinite Reality. These changes are more fully described under the sections titled “Comparison of Rights of USI (Maryland) Stockholders and USI (Delaware) Stockholders” and “Comparison of Rights of Infinite Reality Stockholders and USI (Delaware) Stockholders.”

Recent Developments

On April 12, 2022, Infinite Reality, IR eSports Merger Sub I, Inc., IR eSports Merger Sub II, LLC, ReKT Global, Inc., a Delaware corporation(“ReKT”) and Parrish McIntyre as Stockholder Representative, entered into an Agreement and Plan of Merger (the “ReKT Merger Agreement”). Upon the terms and subject to the conditions set forth in the ReKT Merger Agreement, at the closing (the “Closing”) of the transactions contemplated by the ReKT Merger Agreement, ReKT will become a wholly-owned subsidiary of Infinite Reality in exchange for newly issued shares of Infinite Reality Common Stock having an aggregate value of $470,000,000 based on a $2,000,000,000 equity valuation for Infinite Reality. For a period through the earlier of the closing or termination of Infinite Reality’s merger with Merger Sub or September 30, 2022, ReKT will receive anti-dilution protection in the form of additional shares of Infinite Reality Common Stock if Infinite Reality consummates a financing or series of financings through equity or other equity-linked securities in excess of $10,000,000 at a pre-money valuation that is less than $2,000,000,000 before July 31, 2022, $1,500,000,000 from August 1, 2022 to August 31, 2022 and $1,000,000,000 from September 1, 2022 to September 30, 2022. As part of the ReKT Merger Agreement, the key executives of ReKT will enter into employment agreements with Infinite Reality and continue to manage and promote the ReKT business for a period of at least three year following the Effective Time of the merger.

The obligation of the parties to consummate the Closing is subject to customary conditions, including, among other things, receipt of required ReKT stockholder and other approvals, as well as customary regulatory approvals.

The ReKT Merger Agreement contains certain termination rights for each of Infinite Reality and ReKT, including ReKT’s failure to obtain shareholder and other contractual consents and approvals, failure to obtain any required regulatory approvals, material adverse effect with respect of either ReKT or Infinite Reality, the merger with ReKT does not close prior to June 30, 2022.

The ReKT Merger Agreement contains customary representations and warranties by each party. The parties have also agreed to various customary covenants and agreements, including, among others, customary non-competition and non-solicitation covenants applicable to specified executives of ReKT for a period of two years following the Closing.

ReKT shall be entitled to nominate one member to the Infinite Reality board of directors for so long as Amish Shah and David Bialek, the Executive Chairman and Chief Executive Officer of ReKT, own an aggregate of 5% or more of the issued outstanding shares of Infinite Reality including of USI following the Effective Time. The ReKT equity holders shall be entitled to customary stockholders rights generally held by existing Infinite Reality stockholders. Certain of the ReKT equity holders shall be entitled to customary registration rights in the event that USI is determined to be a “shell company” under Rule 405 of the Securities Act.

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SELECTED HISTORICAL AND UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION AND DATA

The following tables present summary historical financial and per share data for USI and Infinite Reality and summary unaudited pro forma condensed combined financial data for USI and Infinite Reality.

Selected Historical Financial Data of USI

The selected statement of operations data for the years ended March 31, 2021 and 2020 and the selected balance sheet data as of March 31, 2021 and 2020 are derived from USI’s audited financial statements prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”), which are included in this proxy statement/prospectus/information statement. The selected statement of operations data for the years ended March 31, 2019, 2018 and 2017 and the selected balance sheet data as of March 31, 2019, 2018 and 2017 are derived from USI’s audited financial statements, which are not included in this proxy statement/prospectus/information statement. The financial data should be read in conjunction with “USI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and USI’s financial statements and related notes appearing elsewhere in this proxy statement/prospectus/information statement. The historical results are not necessarily indicative of results to be expected in any future period.

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Selected Historical Financial Data of Infinite Reality

The selected statement of operations data for the fiscal years ended December 31, 2021 and 2020 and the selected balance sheet data as of December 31, 2021 and 2020 are derived from Infinite Reality’s audited financial statements prepared using accounting principles generally accepted in the United States (“U.S. GAAP”), which are included in this proxy statement/prospectus/information statement. The selected statement of operations data for the year ended December 31, 2019 and the selected balance sheet data as of December 31, 2019, are derived from Infinite Reality’s audited financial statements, which are not included in this proxy statement/prospectus/information statement. The financial data should be read in conjunction with “Infinite Reality’s Management’s

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Discussion and Analysis of Financial Condition and Results of Operations” and Infinite Reality’s condensed financial statements and related notes appearing elsewhere in this proxy statement/prospectus/information.

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Selected Unaudited Pro Forma Condensed Combined Financial Data of USI and Infinite Reality

The following selected unaudited pro forma condensed combined financial data gives effect to: (i) the Merger, (ii) Infinite Reality’s acquisition of Thunder Studios and Infinite Metaverse, and (iii) the Sale of the Business (collectively, the “Pro Forma Events”). In the case of the Sale of the Business after the Merger, the Merger is accounted for as a business combination under U.S. GAAP. In the case of the Sale of the Business before the Merger, the Merger is accounted for as a recapitalization under U.S. GAAP. Infinite Reality was determined to be the accounting acquirer based upon the terms of the merger and other factors including: (i) Infinite Reality stockholders will own a substantial majority of the voting rights of the combined company; (ii) Infinite Reality will designate all the initial members of the board of directors of the combined company; and (ii) Infinite Reality’s senior management will hold all key positions in senior management of the combined company.

The USI and Infinite Reality unaudited pro forma condensed combined balance sheet data assume that the Pro Forma Events took place on December 31, 2021 and combines the USI and Infinite Reality historical balance sheets as of December 31, 2021. The USI and Infinite Reality unaudited pro forma condensed combined statements of operations data assume that the Pro Forma Events took place as of January 1, 2021 and combines the historical results of USI for the three months ended March 31, 2021 and the nine months ended December 31, 2021, and of Infinite Reality for the year ended December 31, 2021.

The unaudited condensed combined statement of operations for year ended December 31, 2021 combines the historical results of USI’s unaudited financial statements for the three months ended March 31, 2021 and USI’s unaudited condensed financial statements for the nine months ended December 31, 2021 and the historical results of Infinite Reality for the year ended December 31, 2021, derived from Infinite Reality’s audited combined condensed statement of operations.

The selected unaudited pro forma condensed combined financial data are presented for illustrative purposes only and are not necessarily indicative of the combined financial position or results of operations of future periods or the results that would have been realized had the entities been a single entity during these periods. The selected unaudited pro forma condensed combined financial data as of and for the year ended December 31, 2021 are derived from the unaudited     pro forma condensed combined financial information and should be read in conjunction with that information. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus/information statement.

The unaudited pro forma condensed combined financial information assumes that, at the Effective Time, each share of Infinite Reality Common Stock will be converted into the right to receive shares of USI Common Stock such that, immediately after the merger, USI stockholders are expected to own approximately 2.4% of the fully-diluted common stock of the combined company and Infinite Reality stockholders are expected to own approximately 97.6% of the outstanding common stock of the combined company outstanding after the Effective Time. Such percentages are subject to adjustment to account for the occurrence of certain events discussed elsewhere in this proxy statement/prospectus/information statement.

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Unaudited Pro Forma Condensed Combined Statement of Operations Data

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Unaudited Pro Forma Condensed Combined Balance Sheet Data

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MARKET PRICE AND DIVIDEND INFORMATION

USI Common Stock is listed on the NYSE American under the symbol “UUU.” Infinite Reality is a private company and its common stock is not publicly traded.

On February 24, 2022, the last full trading day immediately preceding the public announcement of the merger, the closing price per share of USI Common Stock on the NYSE American was $2.98. On May 13, 2022, the last reported sale price of USI Common Stock on the NYSE American was $2.93 per share.

Because the market price of USI Common Stock is subject to fluctuation, the market value of the shares of USI Common Stock that Infinite Reality stockholders will be entitled to receive in the merger may increase or decrease.

Following the closing of the merger, USI expects the combined company’s common stock will be listed on the NYSE American and will trade under USI’s new name, “Infinite Reality Holdings, Inc.,” and trading symbol “UUU.”

As of March 1, 2022, there were 141 stockholders of record. The number of record holders was determined from the records of USI’s transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. The transfer agent of the USI Common Stock is Computershare Limited.

As of March 1, 2022, there were approximately 390 holders of record of Infinite Reality Common Stock.

Dividend Policy

USI has never declared or paid dividends on its common stock. It currently intends to retain future earnings, if any, for use in its business, and, therefore, it does not anticipate declaring or paying any dividends in the foreseeable future. Payments of future dividends, if any, will be at the discretion of USI’s board of directors after considering various factors, including its financial condition, operating results, current and anticipated cash needs and plans for expansion.

Infinite Reality has never paid or declared any cash dividends on its common stock. If the merger does not occur, Infinite Reality does not anticipate paying any cash dividends on its common stock in the foreseeable future, and Infinite Reality intends to retain all available funds and any future earnings to fund the development and expansion of its business. Any future determination to pay dividends will be at the discretion of the Infinite Reality board of directors and will depend upon a number of factors, including its results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the Infinite Reality board of directors deems relevant.

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RISK FACTORS

You should carefully consider the risks described below regarding the merger, the USI business and the Infinite Reality business, together with all of the other information included in this proxy statement/prospectus/information statement, before making a decision about voting on the proposals submitted for your consideration, including, in particular, proposal 1 with respect to the issuance of USI Common Stock in respect of the merger. If any of the following risks actually occurs, the combined company’s business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. The risks and uncertainties described below represent all of the material risks known to USI and Infinite Reality; however, additional risks and uncertainties that USI and Infinite Reality are unaware of, or that USI and Infinite Reality currently believe are not material, may also become important factors that adversely affect the combined company’s business. Unless otherwise indicated, references to the combined company’s business being seriously harmed in these risk factors will include harm to its business, reputation, financial condition, results of operations, revenue, and future prospects. In that event, the market price of the combined company’s common stock could decline, and you could lose part or all of your investment.

Risk Factor Summary

Risks Related to the Merger

Risks Relating to the Combined Company’s Business

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Risks Related to Credit and Financing

Risks Related to Taxes

Risks Related to Ownership of the Combined Company’s Common Stock

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Risks Related to the Merger and the Combined Company

The Exchange Per Share Consideration is not adjustable based on the market price of USI Common Stock so the Merger Consideration at the closing may have a greater or lesser value than at the time the Merger Agreement was signed.

The Merger Agreement has set the Exchange Per Share Consideration for the Infinite Reality Common Stock, and the Exchange Per Share Consideration is only adjustable upward or downward based on increases or decreases in the number of shares of Infinite Reality’s issued and outstanding capital stock and the number of shares of Infinite Reality capital stock issuable upon the exercise or conversion of other Infinite Reality securities, increases or decreases in the number of shares of USI’s issued and outstanding capital stock and if the cash balances at closing of either USI or Infinite Reality change in relation to each other, as described in the section titled “The Merger—Merger Consideration.” The Exchange Per Share Consideration is currently estimated to be 0.381939363, and the Exchange Per Share Consideration will depend on the exact ratio that is ultimately mutually determined by USI and Infinite Reality. Any changes in the market price of USI Common Stock before the closing of the merger will not affect the number of shares Infinite Reality stockholders will be entitled to receive pursuant to the Merger Agreement. Therefore, if before the closing of the merger the market price of USI Common Stock declines from the market price on the date of the Merger Agreement, then Infinite Reality stockholders could receive Merger Consideration with substantially lower value. Similarly, if before the closing of the merger the market price of USI Common Stock increases from the market price on the date of the Merger Agreement, then Infinite Reality stockholders could receive Merger Consideration with substantially more value for their shares of Infinite Reality capital stock than the parties had negotiated for in the establishment of the Exchange Per Share Consideration. Because the Exchange Per Share Consideration does not adjust as a result of changes in the value of USI Common Stock, for each one percentage point that the market value of USI Common Stock rises or declines, there is a corresponding one percentage point rise or decline, respectively, in the value of the total Merger Consideration issued to Infinite Reality stockholders. Additionally, because the stockholders of USI will be entitled to receive up to an additional 1% of the Post-Closing Shares based on the market capitalization of USI Common Stock during the six-month period following completion of the merger, Infinite Reality stockholders’ interest in the combined company could be diluted following the Effective Time.

Failure to complete the merger may result in USI or Infinite Reality paying a termination fee to the other party and could harm the common stock price of USI and future business and operations of each company.

If the merger is not completed, USI and Infinite Reality are subject to the following risks:

In addition, if the Merger Agreement is terminated and the USI or Infinite Reality board of directors determines to seek another business combination, there can be no assurance that USI or Infinite Reality will be able to find a partner willing to provide equivalent or more attractive consideration than the consideration to be provided by each party in the merger.

In such case, USI would be required to pay all of its debts and contractual obligations, and to set aside certain reserves for potential future claims, and the amount or timing of available cash, if any, left to distribute to stockholders after paying the debts and other obligations of USI and setting aside funds for reserves may not be sufficient.

As of December 31, 2021, USI’s cash balance was $387,223. In addition, USI had approximately $5,179,411 of other obligations coming due over the next twelve months. USI has typically funded its operating costs, acquisition activities, working capital requirements and capital expenditures with proceeds from short-term borrowings pursuant to the terms of its Factoring Agreement with Merchant Factors Corporation, cash flows from operations, and the collection of non-factored trade accounts receivable. In the event that USI requires additional capital, but capital is not available USI may then have to scale back or freeze its business plans, sell assets on less than

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favorable terms, reduce expenses, curtail future acquisition plans to manage its liquidity and capital resources and/or pursue bankruptcy protection.

If the conditions to the merger are not met, the merger may not occur.

Even if the proposals referred to herein are approved by the stockholders of USI and Infinite Reality, specified other conditions must be satisfied or waived to complete the merger. These conditions are set forth in the Merger Agreement and described in the section titled “The Merger Agreement—Conditions to the Closing of the Merger.” USI and Infinite Reality cannot assure you that all of the conditions will be satisfied or waived. If the conditions are not satisfied or waived, the merger may not occur or will be delayed, and USI and Infinite Reality each may lose some or all of the intended benefits of the merger.

The consummation of the transactions contemplated by the Merger Agreement is dependent upon USI and Infinite Reality obtaining all relevant and necessary consents and approvals.

Approval from the NYSE American to maintain the listing of the USI Common Stock on the NYSE American following the merger and to list the shares of USI Common Stock being issued in the merger on the NYSE American is a condition to consummation of the merger. In addition, the stockholders of USI must approve the issuance of USI Common Stock pursuant to the Merger Agreement. The Infinite Reality stockholders must adopt the Merger Agreement and approve the merger to be consummated pursuant thereto. USI or Infinite Reality may be unable to obtain all such relevant consents and approvals on a timely basis or at all. Each of USI and Infinite Reality has incurred, and expects to continue to incur, significant costs and expenses in connection with the proposed merger. Any failure to obtain, or delay in obtaining the necessary consents or approvals would prevent USI and Infinite Reality from being able to consummate, or delay the consummation of, the transactions contemplated by the Merger Agreement, which could materially adversely affect the business, financial condition and results of operations of USI and Infinite Reality, and, correspondingly, the combined company if the merger is consummated. There is no guarantee that such approvals will be obtained or that such conditions will be satisfied.

The merger may be completed even though material adverse changes may result from the announcement of the merger, industry-wide changes and other causes.

In general, either USI or Infinite Reality can refuse to complete the merger if there is a material adverse change affecting the other party the date of the Merger Agreement and the closing. However, certain types of changes do not permit either party to refuse to complete the merger, even if such change could be said to have a material adverse effect on USI or Infinite Reality, including:

If adverse changes occur and USI and Infinite Reality still complete the merger, the combined company’s stock price may suffer. This in turn may reduce the value of the merger to the stockholders of USI and Infinite Reality.

The combined company will need to raise additional capital by issuing securities or debt, which may cause dilution to the combined company’s stockholders or restrict the combined company’s operations or proprietary rights.

The combined company will be required to raise additional capital and may be required to raise funds sooner than currently planned. Additional financing may not be available to the combined company when it needs it or may not be available on favorable terms. To the extent that the combined company raises additional capital by issuing equity securities, such an issuance may cause significant dilution

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to the combined company’s stockholders’ ownership and the terms of any new equity securities may have preferences over the combined company’s common stock. Any debt financing the combined company enters into may involve covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of the combined company’s assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments.

Certain USI and Infinite Reality executive officers and directors have interests in the merger that are different from yours and that may influence them to support or approve the merger without regard to your interests.

Certain officers and directors of USI and Infinite Reality participate in arrangements that provide them with interests in the merger that are different from yours, including, among others, the continued service as directors and officers of the combined company, in the case of Infinite Reality, severance benefits and continued indemnification. For example, some of the current officers and directors of Infinite Reality will continue as the officers and directors of the combined company  upon the closing of the merger. For more information, please see the section titled “The Merger—Interests of the Infinite Reality Directors and Executive Officers in the Merger” and “The Merger—Interests of the USI Directors and Executive Officers in the Merger.”

The market price of the combined company’s common stock following the merger may decline as a result of the merger and the Sale of the Business.

The market price of the combined company’s common stock may decline as a result of the merger and the Sale of the Business for a number of reasons including if:

The market price of the combined company’s common stock following the merger may decline if the relative valuation of Infinite Reality was set at too high a price in relation to the general market at the time of the merger.

The relative market price between USI and Infinite Reality was established based on, among other factors, the valuation of capital raised by Infinite Reality prior to the merger, the relative valuation of Infinite Reality’s acquisition of Thunder Studios and consideration of the valuation of companies in comparable markets. If the public markets determine that the valuation ascribed to the Infinite Reality shares is too high, the price of the combined company’s common stock may decline following the merger.

USI and Infinite Reality stockholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger.

If the combined company is unable to realize the full strategic and financial benefits currently anticipated from the merger, USI and Infinite Reality stockholders will have experienced dilution of their ownership interests in their respective companies, without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined company is able to realize only part of the strategic and financial benefits currently anticipated from the merger.

During the pendency of the merger, USI and Infinite Reality may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect their respective businesses.

Covenants in the Merger Agreement impede the ability of USI and Infinite Reality to make acquisitions, subject to certain exceptions relating to fiduciary duties, or complete other transactions that are not in the ordinary course of business pending the closing of the merger. As a result, if the merger is not completed, the parties may lose valuable business opportunities during that period. In addition, while the Merger Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into

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certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party, subject to certain exceptions. Any such transactions could be favorable to such party’s stockholders.

Certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

The terms of the Merger Agreement prohibit each of USI and Infinite Reality from soliciting alternative takeover proposals or cooperating with persons making unsolicited takeover proposals, except in certain circumstances where the USI or Infinite Reality board of directors, as applicable, determines in good faith, after consultation with its financial advisor and outside legal counsel, that an unsolicited alternative takeover proposal constitutes or is reasonably likely to result in a superior takeover proposal. In addition, if USI or Infinite Reality terminate the Merger Agreement under certain circumstances, including terminating because of a decision of the USI or Infinite Reality board of directors, as applicable, to recommend an alternative proposal, USI or Infinite Reality, as applicable, would be required to pay a termination fee of up to $100,000 in expenses, plus a sum equal to 4% of the Market Capitalization as of the date of the Merger Agreement to the other party. This termination fee described above may discourage third parties from submitting alternative takeover proposals to USI and its stockholders and Infinite Reality and its stockholders and may cause the USI board of directors or the Infinite Reality board of directors to be less inclined to recommend an alternative proposal.

The lack of a public market for Infinite Reality shares makes it difficult to determine the fair market value of the Infinite Reality shares, and Infinite Reality stockholders may receive consideration in the merger that is less than the fair market value of the Infinite Reality shares and/or USI may pay more than the fair market value of the Infinite Reality shares.

Infinite Reality is privately held and its capital stock is not traded in any public market. The lack of a public market makes it extremely difficult to determine Infinite Reality’s fair market value. Because the percentage of USI equity to be issued to Infinite Reality stockholders was determined based on negotiations between the parties, it is possible that the value of the USI Common Stock to be received by Infinite Reality stockholders will be less than the fair market value of Infinite Reality, or USI may pay more than the aggregate fair market value for Infinite Reality. The formula for the Exchange Per Share Consideration was determined assuming a valuation of $12,000,000 and $500,000,000 of USI and Infinite Reality, respectively, and the purchase price in the Standby Equity Purchase Agreement was determined assuming a pre-money valuation of the combined company of $500,000,000.

The issuance of shares of USI Common Stock to Infinite Reality stockholders in the merger will dilute substantially the voting power of USI’s current stockholders.

If the merger is completed, immediately following the Effective Time, the former Infinite Reality stockholders will hold approximately 97.6% of the outstanding shares of USI Common Stock, the stockholders of USI will retain ownership of only approximately 2.4% of the outstanding shares of USI Common Stock. Accordingly, the issuance of shares of USI Common Stock to Infinite Reality stockholders in the merger will reduce substantially the voting power of each share of USI Common Stock held by USI’s current security holders. Consequently, USI security holders as a group will have substantially less influence over the management and policies of the combined company after the merger, than prior thereto.

The pendency of the merger could have an adverse effect on the trading price of USI Common Stock and USI’s business, financial condition, results of operations or business prospects.

The pendency of the merger could disrupt USI’s businesses in a variety of ways, including:

Should they occur, any of these matters could adversely affect the trading price of USI Common Stock or harm USI’s financial condition, results of operations or business prospects.

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The rights of holders of USI Common Stock and Infinite Reality Common Stock will change as a result of the merger and the reincorporation.

After the merger and the reincorporation, the rights of the stockholders of USI and Infinite Reality will be governed by USI’s certificate of incorporation and USI’s bylaws, which will be governed by the laws of the State of Delaware. For more information, see the sections titled “Comparison of Rights of USI (Maryland) Stockholders and USI (Delaware) Stockholders” and “Comparison of Rights of Infinite Reality Stockholders and USI (Delaware) Stockholders.”

The historical audited and unaudited pro forma condensed combined financial information may not be representative of the combined company’s results after the merger.

The historical audited and unaudited pro forma condensed combined financial information included elsewhere in this prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the merger been completed as of the date indicated, nor is it indicative of future operating results or financial position.

Risks Relating to the Combined Company’s Business

Investing in the combined company involves a high degree of risk. Before deciding whether to invest, you should carefully consider the following risks and uncertainties, together with all other information in this proxy statement/prospectus/information statement, including USI’s and Infinite Reality’s consolidated financial statements and related notes and “USI Management’s Discussion and Analysis of Results of Operations and Financial Condition” and “Infinite Reality Management’s Discussion and Analysis of Results of Operations and Financial Condition.” The occurrence of any of the events or developments described below could harm the combined company’s business, financial condition, results of operations and/or growth prospects. The risks and uncertainties described below represent all of the material risks known to USI and Infinite Reality; however, additional risks that USI and Infinite Reality currently do not know about or that USI and Infinite Reality currently believe to be immaterial may also impair the combined company’s business. Certain statements below are forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements” in this proxy statement/prospectus/information statement.

Risks Related to the Combined Company’s Financial Position and Need for Additional Capital

Infinite Reality has a history of significant operating losses and expects to incur significant and increasing losses for the foreseeable future, and may never achieve or maintain profitability.

Infinite Reality has historically experienced net losses and negative cash flows from operations and does not expect to generate revenue or profitability that is necessary to finance its operations in the short term. Infinite Reality incurred net losses of $25.6 million, $6.9 million and $2.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. In addition, Infinite Reality’s accumulated deficit as of December 31, 2021 was $36.3 million. Infinite Reality also expects its operating expenses to increase significantly in future periods as it intends to continue to make significant investments to grow its business. If growth does not increase to offset these anticipated increases in operating expenses, Infinite Reality may not be able to achieve or maintain profitability and its business, results of operations, and financial condition will be harmed. These efforts may be more costly than Infinite Reality expects and may not result in increased revenue or growth of its business. In addition to the expected costs to grow its business, Infinite Reality has incurred and expects to continue to incur significant additional legal, accounting, and other expenses related to becoming and being a public company. Additionally, Infinite Reality may encounter unforeseen expenses, operating delays, or other unknown factors that may result in losses in future periods. If Infinite Reality fails to increase its revenue to sufficiently offset the increases in its operating expenses, the combined company will not be able to achieve or maintain profitability in the future.

The combined company’s failure to become and remain profitable would depress the market price of its common stock following the merger and reincorporation, and could impair its ability to raise capital, expand its business, diversify its product offerings or continue its operations. If the combined company continues to suffer losses, investors may not receive any return on their investment and may lose their entire investment.

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Infinite Reality’s limited operating history may make it difficult for you to evaluate the success of its business to date and to assess the combined company’s future viability.

Infinite Reality’s business commenced operations in 2019. Infinite Reality may encounter unforeseen expenses, difficulties, complications, delays and other known or unknown factors in achieving its business objectives. Infinite Reality expects its financial condition and operating results to continue to fluctuate significantly from quarter to quarter and year to year due to a variety of factors, many of which are beyond its control. Accordingly, you should not rely upon the results of any quarterly or annual period as indications of future operating performance.

Infinite Reality’s recurring losses from operations have raised substantial doubt regarding its ability to continue as a going concern.

Infinite Reality has incurred recurring losses since inception, and it anticipates operating losses to continue for the foreseeable future due to, among other things, costs related to development and commercialization of its products, strategic alliances and the development of its administrative organization. Infinite Reality’s independent auditors have indicated in their report on its December 31, 2021 consolidated financial statements that there is doubt about its ability to continue as a going concern. A “going concern” indicates that the financial statements have been prepared assuming that Infinite Reality will continue as going concern and do not include any adjustments to reflect the possible future effects on recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on Infinite Reality’s consolidated balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to stockholders of the combined company in the event of liquidation.

Infinite Reality’s ability to continue as a going concern is dependent on its ability to raise additional equity or debt capital or spin-off non-core assets to raise additional cash. Should Infinite Reality be unable to raise sufficient additional capital, it may be required to undertake cost-cutting measures, such as delaying, limiting, reducing or terminating its planned product development or future commercialization efforts. The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of Infinite Reality’s business initiatives. Funding may not be available when needed, at all, or on acceptable terms. Lack of necessary funds may require the combined company, among other things, to delay, scale back or eliminate some or all of its planned strategies. These factors, among others, create a substantial doubt about the combined company’s ability to continue as a going concern.

The historical financial statements of Infinite Reality and the pro forma financial statements of the combined company included elsewhere in this proxy statement/prospectus/information statement do not include any adjustments that might be necessary should Infinite Reality be unable to continue as a going concern.

Even if the merger is successful, the combined company will need substantial additional funding, and if it is unable to raise capital when needed, it could be forced to delay, reduce or eliminate its products, services, development and growth programs or commercialization efforts.

Current estimates may prove to be wrong, and the combined company could use its available capital resources sooner than it currently expects. Further, changing circumstances, some of which may be beyond its control, could cause the combined company to consume capital significantly faster than it currently anticipates, it may need to seek additional funds sooner than planned. The combined company’s future funding requirements, both short-term and long-term, will depend on many factors, including:

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Additional financing may not be available on reasonable terms when needed, or at all, and raising additional capital may cause dilution to the combined company’s stockholders, restrict its operations or cause it to relinquish valuable rights.

The combined company may seek additional capital through a combination of public and private equity offerings, debt financings, strategic partnerships and alliances, licensing arrangements or monetization transactions. To the extent that the combined company raises additional capital through the sale of equity, convertible debt securities or other equity-based derivative securities, your ownership interest will be diluted and the terms may include liquidation or other preferences that adversely affect your rights as a stockholder. Any indebtedness the combined company incurs would result in increased fixed payment obligations and could involve restrictive covenants, such as limitations on the combined company’s ability to incur additional debt, limitations on its ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact its ability to conduct its business. Furthermore, the issuance of additional securities, whether equity or debt, by the combined company, or the possibility of such issuance, may cause the market price of its common stock to decline and its stockholders may not agree with the combined company’s financing plans or the terms of such financings.

If the combined company raises additional funds through strategic partnerships and alliances, licensing arrangements or monetization transactions with third parties, it may have to relinquish valuable rights to its technologies, or its products, or grant licenses on terms unfavorable to it. Adequate additional financing may not be available to the combined company on acceptable terms, or at all. If the combined company is unable to raise additional funds when needed, it may be required to delay, limit, reduce or terminate product development or future commercialization efforts or grant rights to develop and market products and services that it would otherwise prefer to develop and market itself.

Risks Related to The Combined Company’s Business and Industry

Infinite Reality’s community of creators, advertisers, and partners depends on the engagement of its user base. If the combined company fails to retain current users or add new users, or if its users engage less, its business could be seriously harmed.

Infinite Reality is free and easy to join, the barrier to entry for new entrants in its business is low, and the switching costs to another platform are also low. Moreover, the majority of its users are 18-34 years old. This demographic may be less brand loyal and more likely to follow trends, including viral trends, than other demographics. These factors may lead users to switch to another product, which would negatively affect the combined company’s user retention, growth, and engagement. Infinite Reality also may not be able to penetrate other demographics in a meaningful manner. Falling user retention, growth, or engagement could make Infinite Reality less attractive to advertisers and partners, which may seriously harm the combined company’s business. In addition, Infinite Reality continues to compete with other companies to attract and retain users’ attention. There are many factors that could negatively affect user retention, growth, and engagement, including if:

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Any decrease to user retention, growth, or engagement could render Infinite Reality’s products less attractive to users, advertisers, or partners, and would seriously harm the combined company’s business.

Infinite Reality depends on effectively operating with mobile operating systems, hardware, networks, regulations, and standards that it does not control. Changes in Infinite Reality’s products or to those operating systems, hardware, networks, regulations, or standards may seriously harm its user retention, growth, and engagement.

Because Infinite Reality is used primarily on mobile devices, the application must remain interoperable with popular mobile operating systems, primarily Android and iOS, application stores, and related hardware, including mobile-device cameras. The owners and operators of such operating systems and application stores, primarily Google and Apple, each have approval authority over Infinite Reality’s products and provide consumers with products that compete with Infinite Reality’s, and any approval that is granted may be rescinded in the future. Additionally, mobile devices are manufactured by a wide array of companies. Those companies have no obligation to test the interoperability of new mobile devices, or related devices with Infinite Reality, and may produce new products that are incompatible with or not optimal for Infinite Reality. Infinite Reality has no control over these operating systems, application stores, or hardware, and any changes to these systems or hardware that degrade its products’ functionality, or give preferential treatment to competitive products, or actions by government authorities that impact its access to these systems or hardware, could seriously harm Infinite Reality usage on mobile devices. Competitors that control the operating systems and related hardware Infinite Reality’s application runs on could make interoperability of Infinite Reality’s products with those mobile operating systems more difficult or

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display their competitive offerings more prominently. Additionally, competitors that control the standards for the application stores for their operating systems could make Infinite Reality, or certain features of Infinite Reality, inaccessible for a potentially significant period of time or attempt to violate the terms of Infinite Reality’s agreements with them. Infinite Reality plans to continue to introduce new products and features regularly and have experienced that it takes time to optimize such products and features to function with these operating systems, hardware, and standards, impacting the popularity of such products, and Infinite Reality expects this trend to continue.

Moreover, Infinite Reality’s products require high-bandwidth data capabilities. If the costs of data usage increase or access to cellular networks is limited, user retention, growth, and engagement may be seriously harmed. Additionally, to deliver high-quality video and other content over mobile cellular networks, Infinite Reality’s products must work well with a range of mobile technologies, systems, networks, regulations, and standards that Infinite Reality does not control. In particular, any future changes to the iOS or Android operating systems or application stores may impact the accessibility, speed, functionality, and other performance aspects of Infinite Reality’s products and features. In addition, the proposal or adoption of any laws, regulations, or initiatives that adversely affect the growth, popularity, or use of the internet, including laws governing internet neutrality, could decrease the demand for Infinite Reality’s products and increase its cost of doing business.

For example, in January 2018, the Federal Communications Commission, or FCC, issued an order that repealed the “open internet rules,” which prohibit mobile providers in the United States from impeding access to most content, or otherwise unfairly discriminating against content providers like Infinite Reality and also prohibit mobile providers from entering into arrangements with specific content providers for faster or better access over their data networks. The FCC order repealing the open internet rules went into effect in June 2018. The core aspects of that order have been upheld by the United States Court of Appeals for the District of Columbia Circuit, but a number of states have adopted or are considering legislation or executive actions to impose state-level open internet rules, and those actions have been or can be expected to be challenged in court. Additionally, U.S. President Biden has recently issued an executive order encouraging the FCC to restore the open internet rules. USI and Infinite Reality cannot predict whether the FCC order or state initiatives regulating providers will ultimately be upheld, modified, overturned, or vacated by further legal action, federal legislation, or the FCC, or the degree to which such outcomes would adversely affect Infinite Reality’s business, if at all. Similarly, the European Union requires equal access to internet content, but as part of certain initiatives and reviews (including recent modifications to the European Electronic Communications Code and proposals to expand the scope and nature of the EU Network and Information Security Directive), the European Union may impose additional obligations, including network security requirements, reporting and transparency obligations, disability access, or 911-like obligations on certain “over-the-top” services or those that qualify as “electronic communication services.” If Infinite Reality is considered to be within the scope of such service definition, its costs of doing business could increase and its business could be seriously harmed. The European Union’s highest court has also issued rulings that may limit Infinite Reality’s ability to engage in certain practices, such as “zero rating.” The FCC’s repeal of the open internet rules is maintained, state initiatives are modified, overturned, or vacated, or the European Union modifies these open internet rules or limits commercial practices, mobile and internet providers may be able to limit users’ ability to access Infinite Reality or make Infinite Reality a less attractive alternative to competitors’ applications. Were that to happen, Infinite Reality’s ability to retain existing users or attract new users may be impaired, and the combined company’s business would be seriously harmed.

Infinite Reality may not successfully cultivate relationships with key industry participants or develop products that operate effectively with these technologies, systems, networks, regulations, or standards. If it becomes more difficult for users to access and use Infinite Reality on their mobile devices, if users choose not to access or use Infinite Reality on their mobile devices, or if users choose to use mobile products that do not offer access to Infinite Reality, the combined company’s business and user retention, growth, and engagement could be seriously harmed.

Infinite Reality relies on Amazon Web Services, or AWS, for the vast majority of its computing, storage, bandwidth, and other services. Any disruption of or interference with Infinite Reality’s use of either platform would negatively affect its operations and seriously harm its business.

Amazon provides distributed computing infrastructure platforms for business operations, or what is commonly referred to as a “cloud” computing service. Infinite Reality currently runs the vast majority of its computing on AWS, and its systems are not fully redundant on the two platforms. Any transition of the cloud services currently provided by either AWS to the other platform or to another cloud provider would be difficult to implement and would cause the combined company to incur significant time and expense. Infinite Reality has built its software and computer systems to use computing, storage capabilities, bandwidth, and other services provided by AWS. Given this, any significant disruption of or interference with Infinite Reality’s use of AWS would negatively impact the combined company’s operations and its business would be seriously harmed. If Infinite Reality’s users or partners are not able to access Infinite Reality or specific Infinite Reality features, or encounter difficulties in doing so, due to issues or disruptions with AWS, the combined

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company may lose users, partners, or advertising revenue. The level of service provided by AWS or similar providers may also impact users’, advertisers’, and partners’ usage of and satisfaction with Infinite Reality and could seriously harm the combined company’s business and reputation. If AWS or similar providers experience interruptions in service regularly or for a prolonged basis, or other similar issues, the combined company’s business would be seriously harmed. Hosting costs also have and will continue to increase as Infinite Reality’s user base and user engagement grows and may seriously harm the combined company’s business if it is unable to grow its revenues faster than the cost of utilizing the services of AWS or similar providers.

In addition, Amazon may take actions beyond the combined company’s control that could seriously harm its business, including:

Amazon has broad discretion to change and interpret its terms of service and other policies with respect to Infinite Reality, and those actions may be unfavorable to Infinite Reality. They may also alter how Infinite Reality is able to process data on their cloud platforms. If Amazon makes changes or interpretations that are unfavorable to Infinite Reality, the combined company’s business could be seriously harmed.

Infinite Reality expects to generate a large portion of its future revenue from advertising. The failure to attract new advertisers, the loss of advertisers, or a reduction in how much they spend could seriously harm the combined company’s business.

Infinite Reality expects that a large portion of its future revenue will be generated from providing production facilities and services, and third parties advertising on Infinite Reality. Although Infinite Reality has attempted and continues to attempt to establish longer-term advertising commitments with advertisers, most advertisers do not have long-term advertising commitments with Infinite Reality, and efforts to establish long-term commitments may not succeed.

Infinite Reality is still early in developing its advertising business. Infinite Reality’s advertising customers vary from small businesses to well-known brands. Many of Infinite Reality’s customers only recently started working with it and spend a relatively small portion of their overall advertising budget with it. Although some customers have devoted meaningful budgets that contribute to its total revenue, Infinite Reality is not dependent on any individual customer. In addition, advertisers may view some of Infinite Reality’s products as experimental and unproven or prefer certain of its products over others. Advertisers will not continue to do business with Infinite Reality if it does not deliver advertisements in an effective manner, or if they do not believe that their investment in advertising with Infinite Reality will generate a competitive return relative to other alternatives. As Infinite Reality’s business continues to develop, including globally, there may be new or existing advertisers or resellers, or advertisers or resellers from different geographic regions that contribute more significantly to total revenue. Any economic or political instability, whether as a result of the coronavirus (COVID-19) pandemic, current events relating to Russia’s invasion of Ukraine or otherwise, in a specific country or region may negatively impact the global or local economy, advertising ecosystem, Infinite Reality’s customers and their budgets with it, or Infinite Reality’s ability to forecast its advertising revenue, and the combined company’s business would be seriously harmed.

Moreover, Infinite Reality relies heavily on its ability to collect and disclose data and metrics to and for its advertisers to attract new advertisers and retain existing advertisers. Any restriction, whether by law, regulation, policy, or other reason, on Infinite Reality’s ability to collect and disclose data and metrics which its advertisers find useful would impede its ability to attract and retain advertisers. For example, the General Data Protection Regulation, or GDPR, in the European Union, which went into effect in May 2018, expanded the rights of individuals to control how their personal data is collected and processed, and placed restrictions on the use of personal data of younger minors. In addition, the California Consumer Privacy Act, or CCPA, went into effect in January 2020 and placed additional requirements on the handling of personal data for Infinite Reality, its partners, and its advertisers. The CCPA also provides for civil penalties for violations, as well as a private right of action for data breaches, which may increase the likelihood and cost of data breach

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litigation. The potential effects of this legislation, including any regulations implemented by the legislation, are far-reaching, uncertain, and evolving, and may require Infinite Reality to modify its data processing practices and policies and incur substantial costs and expenses in an effort to comply. Other state, federal, and foreign legislative and regulatory bodies have also implemented or may implement similar legislation regarding the handling of personal data. Changes in the European Union’s Electronic Communications Code, which became effective in December 2020, may result in the expanded applicability of the European Union’s ePrivacy Directive over parts of Infinite Reality’s services, requiring it to make changes to how it processes and stores certain types of communications data of users in the European Union, which could have a material impact on the availability of data Infinite Reality relies on to improve and personalize its products and features.

Furthermore, in April 2021 Apple issued an iOS update that imposes heightened restrictions on Infinite Reality’s access and use of user data. Google has announced that it will implement similar changes with respect to its Android operating system and major web browsers, like Safari and Chrome, may make similar changes as well. These changes have adversely affected Infinite Reality’s targeting, measurement, and optimization capabilities, and in turn affected its ability to measure the effectiveness of advertisements on its services. This has resulted in, and in the future is likely to continue to result in, reduced demand and pricing for Infinite Reality’s advertising products and could seriously harm its business. The impact of these changes on the overall mobile advertising ecosystem, Infinite Reality’s competitors, its business, and the developers, partners, and advertisers within its community is uncertain, and depending on how Infinite Reality, its competitors, and the overall mobile advertising ecosystem adjusts, and how Infinite Reality’s partners, advertisers, and users respond, its business could be seriously harmed. In addition, if Infinite Reality is unable to mitigate these and future similar developments, and alternative methods do not become widely adopted by advertisers, then Infinite Reality’s targeting, measurement, and optimization capabilities will be materially and adversely affected, which would in turn continue to negatively impact its advertising revenue. Any adverse effects could be particularly material to Infinite Reality because it is still early in building its advertising business. Infinite Reality’s advertising revenue could also be seriously harmed by many other factors, including:

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These and other factors could reduce demand for Infinite Reality’s advertising products, which may lower the prices it receives, or cause advertisers to stop advertising with Infinite Reality altogether. Either of these would seriously harm the combined company’s business.

Health epidemics, including the COVID-19 pandemic, have had, and could in the future have, an adverse impact on Infinite Reality’s business, operations, and the markets and communities in which it and its partners, advertisers, and users operate.

The ongoing global COVID-19 pandemic adversely impacted, and may continue to adversely impact, many aspects of Infinite Reality’s business. As some of Infinite Reality’s advertisers experience downturns or uncertainty in their own business operations and revenue because of the economic effects resulting from the spread of COVID-19, they halted or decreased or may halt, decrease, or continue to decrease, temporarily or permanently, their advertising spending or may focus their advertising spending more on other platforms, all of which may result in decreased advertising revenue. In addition, although content production generally resumed beginning in the fourth quarter of fiscal 2020, Infinite Reality continues to see disruption in production activities depending on local circumstances.

Labor shortages and supply chain disruptions continue to cause logistical challenges, increased input costs, and inventory constraints for Infinite Reality’s advertisers, which in turn may also halt or decrease advertising spending. Furthermore, a portion of Infinite Reality’s advertising and production related revenue is related to in-person events or activities, such as entertainment production, sporting events, music festivals, and in-person learning, which were postponed, cancelled, or limited in capacity during the COVID-19 pandemic and may continue to be adversely affected. In addition, the unpredictability of the COVID-19 pandemic may make it difficult to forecast advertising revenue, and although Infinite Reality may benefit in the shorter term from changes in the current advertising landscape, any increases may not be indicative of longer-term trends. Any decline in advertising revenue or the collectability of Infinite Reality’s receivables could seriously harm the combined company’s business.

In response to the COVID-19 pandemic, many state, local, and foreign governments put in place, and others in the future may implement or reinstate, quarantines, executive actions, shelter-in-place orders, physical distancing requirements, and similar government orders and restrictions in order to control the spread of the disease or a future epidemic or pandemic. Such orders or restrictions, or the perception that such orders or restrictions could occur, continue, or be reimplemented, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions, and cancellation or postponement of events, among other effects that could negatively impact productivity and disrupt Infinite Reality’s operations and those of its partners, advertisers, and users. Infinite Reality implemented and continues a flexible work-from-home policy for substantially all of its employees, and it may take further actions that alter its operations as may be required by federal, state, or local authorities, or which it believes are in its best interests. While most of its operations can be performed remotely, there is no guarantee that Infinite Reality will be as effective while working remotely because its team is dispersed, many employees may have additional personal needs to attend to (such as looking after children

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as a result of school closures or family who become sick), and employees may become sick themselves and be unable to work. Decreased effectiveness of Infinite Reality’s team could adversely affect the combined company’s results due to Infinite Reality’s inability to meet in person with potential advertisers, longer time periods to review and approve ads, longer time to respond to application performance issues or spam, extended timelines for product reviews and a corresponding reduction in innovation, or other decreases in productivity that could seriously harm the combined company’s business. Furthermore, Infinite Reality may decide to postpone or cancel planned investments in its business in response to changes in its business as a result of the spread of COVID-19, which may impact user engagement and rate of innovation, either of which could seriously harm the combined company’s business.

As a result of the COVID-19 pandemic, Infinite Reality’s partners and community who provide content or services to it may experience delays or interruptions in their ability to create content or provide services, if they are able to do so at all. A decrease in the amount or quality of content available on Infinite Reality, or an interruption in the services provided to it, could lead to a decline in user engagement, which could seriously harm the combined company’s business.

The effects of the COVID-19 pandemic on user engagement or growth are highly uncertain, and may lead to unpredictable results in the short term and long term, including shorter-term increases in user engagement or growth that may not be indicative of longer-term trends. As physical distancing requirements and shelter-in-place orders continue or are reactivated, and as fewer in-person activities take place, Infinite Reality may experience short-term and long-term disruption to user behavior and its business. Infinite Reality may also experience inconsistent or negative engagement as user behavior on its platform changes, including changes in user activity as a result of continued physical distancing requirements and shelter-in-place orders. In addition, while the potential impact and duration of the COVID-19 pandemic on the global economy and the combined company’s business in particular may be difficult to assess or predict, the COVID-19 pandemic has resulted in, and may continue to result in, significant volatility and disruption of global financial markets, reducing the combined company’s ability to access capital, which could negatively affect the combined company’s liquidity in the future.

COVID-19 and measures to prevent its spread also impacted Infinite Reality’s production business in a number of ways. For example, Infinite Reality’s operations were restricted consistent with government mandates or guidance including operating at reduced capacity. Infinite Reality experienced significant disruptions in demand for production services and it continues to see disruption in production activities depending on the current local circumstances.

The global impact of COVID-19 has and continues to rapidly evolve, and Infinite Reality will continue to monitor the situation closely. While there have been vaccines developed and administered, the efficacy of such vaccines against variants that emerge may be limited, and it is unknown how businesses, advertisers, or Infinite Reality’s partners will operate in a post COVID-19 environment. Users may change how they use Infinite Reality’s products and services in an environment where the perceived risk of COVID-19 and associated regulations have changed. There may be additional costs or impacts to Infinite Reality’s business and operations, including when its employees are able to return to its offices and resume in-person activities, travel, and events. In addition, a future outbreak of COVID-19 or any other widespread epidemics may occur, or the global economy may never fully recover from the current pandemic. A decline in economic activity, such as recession or economic downturn, in the U.S. and other regions of the world in which Infinite Reality does business can adversely affect its businesses, thus reducing its revenue and earnings. The ultimate impact of the COVID-19 pandemic or a similar health epidemic on the combined company’s business, operations, or the global economy as a whole remains highly uncertain.

If Infinite Reality does not develop successful new products or improve existing ones, its business will suffer. Infinite Reality may also invest in new lines of business, such as the production businesses, that could fail to attract or retain users or generate revenue.

Infinite Reality’s ability to engage, retain, and increase its user base and to increase its revenue will depend heavily on its ability to successfully create new products, both independently and together with third parties. Infinite Reality may introduce significant changes to its existing products or develop and introduce new and unproven products and services, including technologies with which it has little or no prior development or operating experience. These new products and updates may fail to increase the engagement of Infinite Reality’s users, advertisers, or partners, may subject Infinite Reality to increased regulatory requirements or scrutiny, and may even result in short-term or long-term decreases in such engagement by disrupting existing user, advertiser, or partner behavior or by introducing performance and quality issues. The short- and long-term impact of any major change, or even a less significant change such as a refresh of the application or a feature change, is difficult to predict. Although Infinite Reality believes that these decisions will benefit the aggregate user experience and improve its financial performance over the long term, Infinite Reality may experience disruptions or declines in user activity broadly or concentrated on certain portions of its application. Product innovation is inherently volatile, and if new or enhanced products fail to engage Infinite Reality’s users, advertisers, or partners, or if Infinite Reality fails to give its users meaningful reasons to return to its application, it may fail to attract or retain users or to generate sufficient revenue,

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operating margin, or other value to justify its investments, any of which may seriously harm the combined company’s business in the short term, long term, or both. Additionally, the products that Infinite Reality launches may have technical issues that diminish the performance of its application. These performance issues or issues that Infinite Reality encounters in the future could impact its user engagement.

Because Infinite Reality’s products created new ways of communicating, they have often required users to learn new behaviors to use Infinite Reality’s products, or to use its products repeatedly to receive the most benefit. These new behaviors, such as swiping and tapping in the Infinite Reality application, are not always intuitive to users. This can create a lag in adoption of new products and new user additions related to new products. Infinite Reality believes this has not hindered its user growth or engagement, but that may be the result of a large portion of its user base being in a younger demographic that is more willing to invest the time to learn to use Infinite Reality’s products most effectively. To the extent that future users, including those in older demographics, are less willing to invest the time to learn to use Infinite Reality’s products, and if Infinite Reality is unable to make its products easier to learn to use, its user growth or engagement could be affected, and the combined company’s business could be harmed. Infinite Reality may also develop new products or initiatives that increase user engagement and costs without increasing revenue.

In addition, Infinite Reality has invested and expects to continue to invest in new lines of business, new products, and other initiatives to generate revenue and increase its user base and user activity. For example, in 2022 Infinite Reality (then known as Display Social) merged with acquired Thunder Studios, Inc. and Infinite Reality, Inc. Such new lines of business, new products, and other initiatives may be costly, difficult to operate, and divert management’s attention from ongoing business operations, and there is no guarantee that they will be positively received by Infinite Reality’s community or provide positive returns on its investment. If Infinite Reality does not successfully develop new approaches to monetization or meet the expectations of its users or partners, it may not be able to maintain or grow its revenue as anticipated or recover any associated development costs, and the combined company’s business could be seriously harmed.

Infinite Reality’s business is highly competitive. Infinite Reality faces significant competition that it anticipates will continue to intensify. If Infinite Reality is not able to maintain or improve its market share, the combined company’s business could suffer.

Infinite Reality faces significant competition in almost every aspect of its business both domestically and internationally, especially because its products and services operate across a broad list of categories, including production, communication, content, games, and metaverse development. Infinite Reality’s operations compete to obtain creative, performing, advertising, media and other business customers. Its platform competitors range from smaller or newer companies to larger more established companies such as Decentraland, Sand, ByteDance (including TikTok), Meta (formerly Facebook) (including Instagram and WhatsApp), Google (including YouTube), Snap, and Triller, which provide their users with a variety of products, services, content, and online advertising offerings, and advertising-supported video on demand platforms that offer, or will offer, products and services that may compete with Infinite Reality features or offerings. Infinite Reality also competes for users and their time, so it may lose users or their attention not only to companies that offer products and services that specifically compete with Infinite Reality’s features or offerings, but to companies with products or services that target or otherwise appeal to certain demographics, such as Discord or Roblox. Moreover, in emerging international markets, where mobile devices often lack large storage capabilities, Infinite Reality may compete with other applications for the limited space available on a user’s mobile device. Infinite Reality also faces competition from traditional and online media businesses for advertising budgets. Infinite Reality competes broadly with the social media offerings of ByteDance, Meta, Google, Snap, Twitter and Triller, and with other, largely regional, social media platforms that have strong positions in particular countries. As it introduces new products, as its existing products evolve, or as other companies introduce new products and services, Infinite Reality may become subject to additional competition. In addition, ongoing changes to privacy laws and mobile operating systems have made it more difficult for Infinite Reality to target and measure advertisements effectively. As a result, Infinite Reality’s competitors may, and in some cases will, acquire and engage users or generate advertising or other revenue at the expense of Infinite Reality’s own efforts, which would negatively affect the combined company’s business.

Many of Infinite Reality’s current and potential competitors have significantly greater resources and broader global recognition and occupy stronger competitive positions in certain market segments than Infinite Reality does. These factors may allow Infinite Reality’s competitors to respond to new or emerging technologies and changes in market requirements better than Infinite Reality can, undertake more far-reaching and successful product development efforts or marketing campaigns, or adopt more aggressive pricing policies. In addition, advertisers may use information that Infinite Reality’s users share through Infinite Reality to develop or work with competitors to develop products or features that compete with Infinite Reality. Certain competitors, including Meta and Google, could use strong or

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dominant positions in one or more market segments to gain competitive advantages against Infinite Reality in areas where it operates, including by:

Certain acquisitions by Infinite Reality’s competitors may result in reduced functionality of its products and services, provide its competitors with valuable insight into the performance of Infinite Reality’s and its partners’ businesses, and provide its competitors with a pipeline of future acquisitions to maintain a dominant position. As a result, Infinite Reality’s competitors may acquire and engage users at the expense of Infinite Reality’s user base, growth, or engagement, which may seriously harm the combined company’s business.

Infinite Reality believes that its ability to compete effectively depends on many factors, many of which are beyond its control, including: