What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-22 compared with 2022-03-23 · 314 added, 313 removed, 511 unchanged (55% of the section changed)

6 unchanged sentences

to create value for our shareholders in the public markets.

we may pursue an acquisition opportunity in any business, industry, sector or geographical location (provided, however, that we have

no intention of ever conducting our principal operations in, or acquiring any business that is based in, or which does business in, China

or Hong Kong or which uses, or may use, a variable interest entity structure to conduct China-based operations), we intend to focus our

we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus our

search on a target that aligns with the background and experience of Sponsor in the financial services and technology sector.

8 unchanged sentences

such companies.

November 23, 2021, the Company consummated an initial public offering (the “IPO,” or the “Initial Public Offering”)

of 17,391,200 units at $10.00 per unit (the “Units” and, with respect to the ordinary shares included in the Units, the “Public

Shares”) and the sale of 7,032,580 warrants (each, a “Private Warrant” and collectively, the “Private Warrants”)

at a price of $1.00 per Private Warrant in a private placement to the Sponsor that closed simultaneously with the closing of the IPO.

The Company has listed the Units on the New York Stock Exchange (“NYSE”).

23, 2021, the underwriters exercised their over-allotment option in full, according to which the Company consummated the sale of an additional

2,608,680 Units, at $10.00 per Unit, and the sale of an additional 764,262 Private Warrants, at $1.00 per Private Warrant.

the closing of the over-allotment option, the Company generated total gross proceeds of $207,795,642 from the IPO and the Private Placement,

of which the Company raised $199,998,880 in the IPO, $7,796,842 in the Private Placement and of which $202,998,782 was placed in the

Company’s trust account established in connection with the IPO.

November 23, 2021, the Company consummated an initial public offering (the “IPO,” or the “Initial Public

Offering”) of 17,391,200 units at $10.00 per unit (the “Units” and, with respect to the ordinary shares included

in the Units, the “Public Shares”) and the sale of 7,032,580 warrants (each, a “Private Warrant” and

collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to the Sponsor that

closed simultaneously with the closing of the IPO (the “Private Placement”).

The Company has listed the Units on the New York Stock Exchange

On November 23, 2021, the underwriters exercised their over-allotment

option in full, according to which the Company consummated the sale of an additional 2,608,680 Units, at $10.00 per Unit, and the

sale of an additional 764,262 Private Warrants, at $1.00 per Private Warrant.

Following the closing of the over-allotment option,

the Company generated total gross proceeds of $207,795,642 from the IPO and the Private Placement, of which the Company raised

$199,998,880 in the IPO, $7,796,842 in the Private Placement and of which $202,998,782 was placed in the Company’s Trust

Account established in connection with the IPO.

Business Combination

August 3, 2022, the Company entered into that certain Business Combination Agreement among the Company, FINTECH Merger Sub Corp., a Cayman

Islands exempted company and a wholly owned subsidiary of INFINT (“Merger Sub”), and Seamless, a Cayman Islands

exempted company (as amended, the “Business Combination Agreement”), pursuant to which Merger Sub

will merge with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of the Company (the “Merger”

and the Merger and the other transactions contemplated by the Business Combination Agreement, together, the “Business Combination”).

The closing of the Business Combination (the “Closing”) is subject to customary conditions of the respective parties, including

the approval of the Business Combination by the Company’s shareholders.

Support Agreement

with the execution of the Business Combination Agreement, the Company, the holders of Seamless’ shares (“Seamless

Shareholders”) and Seamless entered into the Shareholder Support Agreement, pursuant to which, among other things, such

Seamless Shareholders party thereto agreed to (a) vote their Seamless shares in support and favor of the Business Combination

Agreement, the Proposed Transactions (as defined below) and all other matters or resolutions that could reasonably be expected to

facilitate the proposed transactions, (b) waive any dissenters’ rights in connection with the transactions, (c) not transfer

their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at or prior to

Support Agreement

with the execution of the Business Combination Agreement, Sponsor, the Company and Seamless had entered into the Sponsor Support

Agreement, pursuant to which, among other things, Sponsor agreed to (a) vote at the Company’s shareholders’ meeting in

favor of the Business Combination Agreement and the Proposed Transactions (as defined below), (b) abstain from redeeming any Sponsor founder shares in

connection with the Proposed Transactions (as defined below), and (c) waive certain anti-dilution provisions contained in the Charter.

Rights Agreement

the Closing, the Company and certain Seamless Shareholders and the Company’s shareholders party thereto (such shareholders, the

“Holders”) will enter into the Registration Rights Agreement, pursuant to which, among other things, the Company will be

obligated to file a registration statement to register the resale of certain New INFINT Ordinary Shares (as defined therein) held by

The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject

to certain requirements and customary conditions.

the Closing, the Company will enter into individual Lock-Up Agreements with each of certain Seamless Shareholders (each, a

“Locked-Up Shareholder”) pursuant to which, among other things, the New INFINT Ordinary Shares (as defined therein) held

by each Locked-Up Shareholder will be locked-up for a period ending on the earlier of (A) six (6) months following the Closing and

(B) the date after the Closing on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or

other similar transaction with an unaffiliated third party that results in all of the Company’s shareholders having the right

to exchange their shares for cash, securities, or other property.

Business Combination, the Business Combination Agreement, as amended, the Shareholder Support Agreement, the Sponsor Support Agreement,

the Registration Rights Agreement and the Lock-Up Agreement are more fully described in Note 6 to the financial statements included

in Item 8 of this Annual Report.

A copy (or form) of each of the foregoing agreements was included as an exhibit to the Current Report

on Form 8-K filed with the SEC on August 9, 2022 and is also filed as an exhibit to this Annual Report.

specifically stated, this Annual Report does not give effect to Business Combination and does not contain the risks associated with

the Business Combination.

Such risks and effects relating to the Business Combination are more fully disclosed in our preliminary

prospectus/proxy statement included in a Registration Statement on Form S-4, filed with the SEC on September 30, 2022 and amended on

December 1, 2022 and February 13, 2023.

accordance with the provisions of the Amended and Restated Memorandum and Articles of Association of the Company (the “Charter”)

and the Business Combination Agreement, Seamless deposited additional funds in the amount of $2,999,982 to the Company’s Trust

Account on November 22, 2022 to automatically extend the date by which the Company must consummate a business combination from November

23, 2022 to February 23, 2023.

February 14, 2023, the Company’s shareholders approved an amendment to the Charter (the “Extension Amendment”).

The Extension Amendment

extends the date by which the Company must consummate its initial business combination (the “Extension”) from February 23, 2023, upon

additional funds being deposited into the Company’s Trust Account to August

23, 2023, or such earlier date as determined by the Company’s board of directors (the “Board,” such date, the “Extended Date”).

connection with the shareholder vote to approve the Extension Amendment, the holders of 10,415,452 Class A ordinary shares property exercised

their right to redeem their shares for cash at a redemption price of approximately $10.49 per share, for an aggregate redemption amount

of approximately $109.31 million, leaving approximately $100.59 million in the Trust Account.

Company was founded by our Sponsor, which was founded by a talented group of financial services and technology industry experts who have

6 unchanged sentences

portfolio companies, and their customers alike.

Company is led by Alexander Edgarov, Chief Executive Officer and a member of our Board of Directors, our board member (and founder of

our Sponsor) Kevin Chen, our Chairman of the Board Eric Weinstein, and Sheldon Brickman, our Chief Financial Officer, who are supported

by our team as well as our directors, as further described below.

Edgarov has served as our Chief Executive Officer and as a member of our Board of Directors since March 2021.

Edgarov is a sponsor

investor of, and since November 2020 has served as a senior advisor to, Edoc Acquisition Corporation, (NASDAQ:

ADOC), a healthcare special

purpose acquisition company.

Company is led by Alexander Edgarov, Chief Executive Officer and a member of our Board, our Board member (and founder of our Sponsor)

Kevin Chen, our Chairman of the Board Eric Weinstein, and Sheldon Brickman, our Chief Financial Officer, who are supported by our team

as well as our directors, as further described below.

Edgarov has served as our Chief Executive Officer and as a member of our Board since March 2021.

Edgarov is a sponsor investor of,

and since November 2020 has served as a senior advisor to Edoc Acquisition Corporation, (NASDAQ:

ADOC), a healthcare special purpose

acquisition company.

From 2016 to 2018, he was a venture partner with New Margin Capital, a leading venture capital fund in China.

17 unchanged sentences

believe that Mr.

Edgarov’s qualifications to serve on our Board of Directors include his extensive financial services leadership

positions and entrepreneurial experience.

Edgarov’s qualifications to serve on our Board include his extensive financial services leadership positions and

entrepreneurial experience.

Brickman has served as our Chief Financial Officer since March 2021.

1 unchanged sentence

founded in May of 2013.

providing a range of advisory services, including traditional mergers & acquisitions services, due

diligence, valuations and strategic consulting.

Rockshore Advisors, LLC is particularly focused on advising investors in the insurance

and healthcare sectors.

Brickman, who received his Bachelor of Science in Accounting from Brooklyn College, brings over 25 years

of M&A advisory and business development experience.

He has worked for numerous

multibillion dollar insurance carriers, including assignments for companies as AIG, Aetna and National General.

Brickman has assisted

international companies in the UAE, UK, Asia and Latin America, and advised regional insurance carriers on their business.

Brickman’s experience covers the property casualty and life/health markets, including work with insurance

carriers, managing general agencies, wholesalers, retailers and third party administrators.

He served as Head of International M&A

and Business Development for Aetna International from March of 2012 through April of 2013.

Brickman previously worked at AIG for

more than 17 years in various executive level M&A and business development positions around the world where he was responsible for

buying and selling numerous businesses on behalf of the company.

providing a range of advisory services, including traditional mergers & acquisitions services, due diligence,

valuations and strategic consulting.

Rockshore Advisors, LLC is particularly focused on advising investors in the insurance and healthcare

Brickman, who received his Bachelor of Science in Accounting from Brooklyn College, brings over 25 years of M&A advisory

and business development experience.

He has worked for numerous multibillion dollar insurance carriers, including assignments for companies

as AIG, Aetna and National General.

Brickman has assisted international companies in the UAE, UK, Asia and Latin America, and advised

regional insurance carriers on their business.

Brickman’s experience covers the property casualty and life/health markets,

including work with insurance carriers, managing general agencies, wholesalers, retailers and third party administrators.

Head of International M&A and Business Development for Aetna International from March of 2012 through April of 2013.

previously worked at AIG for more than 17 years in various executive level M&A and business development positions around the world

where he was responsible for buying and selling numerous businesses on behalf of the company.

Before joining AIG, Mr.

Brickman spent four years at Hanwa Company LTD,

a Japanese investment Company, and three years at the international accounting firm of Deloitte & Touche.

Brickman spent

four years at Hanwa Company LTD, a Japanese investment Company, and three years at the international accounting firm of Deloitte &

believe that Mr.

Brickman’s qualifications to serve on our Board of Directors include his substantial experience as a financial

technology executive and entrepreneur, having held senior leadership positions in large corporations and having founded an industry-leading

global financial services and consulting firm.

Brickman’s qualifications to serve on our Board include his substantial experience as a financial technology executive

and entrepreneur, having held senior leadership positions in large corporations and having founded an industry-leading global financial

services and consulting firm.

Weinstein is the Chairman of the Board and is considered independent.

22 unchanged sentences

believe that Mr.

Weinstein’s qualifications to serve on our Board of Directors include his substantial experience as a financial

executive, having held senior leadership positions in large financial institutions.

Moradzadeh is a member of the Board of Directors and is considered independent.

Michael Moradzadeh is a Founding Partner and the Chief

Executive Officer of Rimon PC, and its affiliate NovaLaw, Inc.

He has served and managed the firm in these capacities from its incipience

Weinstein’s qualifications to serve on our Board include his substantial experience as a financial executive,

having held senior leadership positions in large financial institutions.

Moradzadeh is a member of the Board and is considered independent.

Michael Moradzadeh is a Founding Partner and the Chief Executive Officer

of Rimon PC, and its affiliate NovaLaw, Inc.

He has served and managed the firm in these capacities from its incipience in 2008.

Moradzadeh’s legal practice focuses on technology company representation and international transactions.

He represents

both companies and investors in investment rounds and stock sales.

He has worked on deals ranging from small angel investments to representing

a private equity firm in a $6 billion acquisition.

He is also heavily involved in secondary markets of private stock, representing sellers

of restricted stock in Facebook, Twitter, Zynga, SolarCity, Dropbox, Bloom Energy, Gilt Groupe, Etsy and other pre-IPO companies.

He represents both companies

and investors in investment rounds and stock sales.

He has worked on deals ranging from small angel investments to representing a private

equity firm in a $6 billion acquisition.

He is also heavily involved in secondary markets of private stock, representing sellers of restricted

stock in Facebook, Twitter, Zynga, SolarCity, Dropbox, Bloom Energy, Gilt Groupe, Etsy and other pre-IPO companies.

Internationally,

13 unchanged sentences

believe that Mr.

Moradzadeh’s qualifications to serve on our Board of Directors include his unique legal, business and management

experience with a focus on the financial technology industry, along with his extensive private company experience.

Cameron is a member of the Board of Directors and is considered independent.

Cameron is a strategic, C-level data security and risk

management executive who drives enterprise profitability and protects stakeholders by securing information assets, managing cyber risk,

and enabling business strategies.

Moradzadeh’s qualifications to serve on our Board include his unique legal, business and management experience

with a focus on the financial technology industry, along with his extensive private company experience.

Cameron is a member of the Board and is considered independent.

Cameron is a strategic, C-level data security and risk management

executive who drives enterprise profitability and protects stakeholders by securing information assets, managing cyber risk, and enabling

business strategies.

From April of 2017 to September of 2020, Mr.

Cameron acted as Senior Vice President and Chief Security

Officer for US, UK, and France-based operations of AXA XL, a multi-line global insurance and reinsurance companies and was accountable

for driving cultural and organizational change throughout the entities and implementing a sustainable cost effective information security

Cameron acted as Senior Vice President and Chief Security Officer for

US, UK, and France-based operations of AXA XL, a multi-line global insurance and reinsurance companies and was accountable for driving

cultural and organizational change throughout the entities and implementing a sustainable cost effective information security practice.

As a key advisor, Mr.

Cameron’s duties included global management responsibilities covering cyber security, business

continuity management and physical security as well as global responsibility for the overall information risk management programs, including

the company’s information risk and security strategies, tactics, planning, governance, architecture, and operations.

Services, Inc., another insurance and reinsurance company, he served as Senior Vice President, Chief Information Security Officer, and

VP of Information Risk from 2002 through April of 2017.

At XL Global Services, he had global responsibility for overall Information Risk

Management program, including the company’s information risk and security strategies, tactics, planning, governance, architecture,

and operations.

Cameron is an expert at navigating the complex global regulatory environment (GDPR, HIPAA, NYDFS, ITAR) and US regulatory

regime as it pertains to the Committee on Foreign Investment in the United States (CFIUS).

Cameron’s duties included global management responsibilities covering cyber security, business continuity

management and physical security as well as global responsibility for the overall information risk management programs, including the

company’s information risk and security strategies, tactics, planning, governance, architecture, and operations.

At XL Global Services,

Inc., another insurance and reinsurance company, he served as Senior Vice President, Chief Information Security Officer, and VP of Information

Risk from 2002 through April of 2017.

At XL Global Services, he had global responsibility for overall Information Risk Management program,

including the company’s information risk and security strategies, tactics, planning, governance, architecture, and operations.

Cameron is an expert at navigating the complex global regulatory environment (General Data Protection Regulation (“GDPR”), Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), New York State Department of Financial Services (“NYDFS”), International Traffic in Arms Regulations( “ITAR”)) and US regulatory regime

as it pertains to the Committee on Foreign Investment in the United States (the “CFIUS”).

As a firm believer in security for both individuals

15 unchanged sentences

Security, Business Continuity Management and Regulatory Affairs.

Huang is a member of the Board of Directors and is considered independent.

Huang currently serves as Senior Vice President, Consumer

Lines Strategy at Oscar Health, Inc.

OSCR), a technology-driven health insurance company dedicated to creating a better healthcare

experience for members with inclusive products and services.

She served as Senior Vice President, Head of Individual Business, at

Oscar Health, Inc.

Huang is a member of the Board and is considered independent.

Huang currently serves as Senior Vice President, Consumer Lines Strategy

at Oscar Health, Inc.

OSCR), a technology-driven health insurance company dedicated to creating a better healthcare experience

for members with inclusive products and services.

She served as Senior Vice President, Head of Individual Business, at Oscar Health,

from October 2020 to Nov 2021 and Senior Vice President, Commercial Finance, at Oscar Health, Inc.

from February

2020 to October 2020.

Huang has prior experience at the multinational fintech giant Ant Group, where she acted as President and Chief

Executive Officer of Ant Technologies US and Head of Intelligent Product and Services at Ant Financial from October 2017 to June 2019,

focusing on inclusive financial service innovation and partnership.

from February 2020 to October

Huang has prior experience at the multinational fintech giant Ant Group, where she acted as President and Chief Executive Officer

of Ant Technologies US and Head of Intelligent Product and Services at Ant Financial from October 2017 to June 2019, focusing on inclusive

financial service innovation and partnership.

Prior to joining Ant Financial, Ms.

Huang was Senior Managing Director,

Global Treasury from April 2016 to September 2017 at AIG, a multi-line global insurer, responsible for group capital assessment including

rating agency and Basel requirements, engagement in the development of IAIS Insurance Capital Standards, and various regulatory requirements

with domestic and international regulators.

Huang also worked as a Managing Director, Global Actuarial from January 2011

to March 2014, and Senior Managing Director, Global Head of Insurance Company Capital and Asset Liability Management from March 2014

to April 2016.

Huang was Senior Managing Director, Global Treasury

from April 2016 to September 2017 at AIG, a multi-line global insurer, responsible for group capital assessment including rating agency

and Basel requirements, engagement in the development of IAIS Insurance Capital Standards, and various regulatory requirements with domestic

and international regulators.

Huang also worked as a Managing Director, Global Actuarial from January 2011 to March 2014,

and Senior Managing Director, Global Head of Insurance Company Capital and Asset Liability Management from March 2014 to April 2016.

Huang was an adjunct faculty member of Columbia University’s Masters of Science program, Enterprise Risk Management.

She holds a Bachelor of Science degree in Physics from Fudan University and a Ph.D.

a Bachelor of Science degree in Physics from Fudan University and a Ph.D.

in Computational Biology from New York University.

3 unchanged sentences

Huang is a Fellow of the Society of Actuaries, and a member of the American Academy of Actuaries.

Novikov is a member of the Board of Directors and is considered independent.

Novikov has since June of 2019 acted as Chief Executive

Officer of Cardpay Mexico SAPI de CV, a Europe-based provider of physical and virtual payment services in Mexico.

The company offers

a wide range of services and a global merchant acquirer on a mission to enable fast, convenient, and secure payments for the businesses

Novikov is a member of the Board and is considered independent.

Novikov has since June of 2019 acted as Chief Executive Officer of

Cardpay Mexico SAPI de CV, a Europe-based provider of physical and virtual payment services in Mexico.

The company offers a wide range

of services and a global merchant acquirer on a mission to enable fast, convenient, and secure payments for the businesses worldwide.

Meanwhile, since November of 2019, he acts as Chief Financial Officer of Yunhong International (NASDAQ:

ZGYH), a Cayman Islands

ZGYH), a Cayman Islands special purpose acquisition companies (“SPACs”).

Since 2014, Mr.

Novikov serves as a member of the board of directors of Innovative Payment Solutions, Inc.

IPSI), a US-based

provider of physical and virtual payment services in Mexico.

IPSI), a US-based provider

of physical and virtual payment services in Mexico.

From 2008 to 2014, Mr.

Novikov served as Vice President of QIWI PLC (NASDAQ:

QIWI) and was primarily responsible for international business development and merger and acquisition transactions.

From 1999 to 2007,

and was primarily responsible for international business development and merger and acquisition transactions.

From 1999 to 2007, Mr.

Novikov served as the Deputy Director General of Bela Catarina Ltd., a Portuguese-Russian trading and manufacturing company.

responsibilities included negotiating with customers and partners in foreign countries, organizing the marketing events in Russia and

Belarus, and implementing new sales analysis methods for business development and expansion.

His responsibilities

included negotiating with customers and partners in foreign countries, organizing the marketing events in Russia and Belarus, and implementing

new sales analysis methods for business development and expansion.

From 1996 to 1999, Mr.

Novikov founded and

managed Kvalitet Ltd., a trade company where he was involved in business development and implementation of innovative sales technology.

He received an undergraduate degree from Moscow State Technological University Stankin.

Novikov founded and managed Kvalitet Ltd.,

a trade company where he was involved in business development and implementation of innovative sales technology.

He received an undergraduate

degree from Moscow State Technological University Stankin.

believe that Mr.

1 unchanged sentence

has extensive experience and managerial skills in the international trade, FinTech, e-commerce, and financial industries.

Chen is a member of the Board of Directors and a founder of our Sponsor.

is Chairman and Chief Executive Officer of Edoc Acquisition

Corporation (NASDAQ:

ADOC), a SPAC focused on businesses in the North American and Asian-Pacific healthcare and healthcare provider sectors,

since August of 2020.

Chen also has since February of 2019 served as a member of the board of directors of Horizon Global Access

Fund, a segregate, Cayman Islands-based, portfolio of Flagship Heathcare Properties Fund, which is a leading U.S.

Heathcare REIT.

Chen has also acted as Chief Investment Officer and Chief Economist of Horizon Financial, a New York-based investment management firm

that offers cross-border solutions for global clients, with a specialty in investment in U.S.

Chen is a member of the Board and a founder of our Sponsor.

is Chairman and Chief Executive Officer of Edoc Acquisition Corporation

ADOC), a SPAC focused on businesses in the North American and Asian-Pacific healthcare and healthcare provider sectors, since

August of 2020.

Chen also has since February of 2019 served as a member of the board of directors of Horizon Global Access Fund,

a segregate, Cayman Islands-based, portfolio of Flagship Healthcare Properties Fund, which is a leading U.S.

Healthcare REIT.

has also acted as Chief Investment Officer and Chief Economist of Horizon Financial, a New York-based investment management firm that

offers cross-border solutions for global clients, with a specialty in investment in U.S.

healthcare facilities, since January of 2018.

1 unchanged sentence

In addition, Mr.

Chen currently

serves as a Manager of ACM Macro LLC, a registered investment advisor and affiliated entity of Horizon Financial Advisors LLC.

this position in June 2017.

Chen currently serves

as a Manager of ACM Macro LLC, a registered investment advisor and affiliated entity of Horizon Financial Advisors LLC.

position in June 2017.

From 2013 to 2017, Mr.

Chen managed portfolios at several investment firms that were not registered with

Chen managed portfolios at several investment firms that were not registered with the Financial Industry Regulatory Authority (the “FINRA”).

From January of 2017 to June 2017, Mr.

Chen acted as Chief Strategist at Hywin Capital Management, LLC.

Chen was the Chief

Investment Officer at Three Mountain Capital Management LP from August of 2013 until January of 2017.

He has extensive experience with

and has cultivated a broad network in investment management, particularly in the context of healthcare facilities.

In his extensive business

experience, Mr.

Chen held essential positions such as co-founder and vice-chairman of the Absolute Return Investment Management Association

of China, director of asset allocation at Morgan Stanley from August 2004 to August 2008, and manager at China Development Bank from

September 1998 to August 2000.

Chen has been a guest speaker at Harvard University, Fordham University, Pace University, and IESE

Business School.

He is a former member of the Adjunct Advisory Committee and former Interim Head of the Private Sector Concentration

program of Master of Science in Global Affairs, New York University, and has been an adjunct professor in the Center for Global Affairs

there since 2012.

He received his PhD in Finance from the Financial Asset Management Engineering Center at University of Lausanne, Switzerland,

an MBA in Finance from the Center for Economic Research, Tilburg University in the Netherlands, and a B.A.

Chen was the Chief Investment

Officer at Three Mountain Capital Management LP from August of 2013 until January of 2017.

He has extensive experience with and has cultivated

a broad network in investment management, particularly in the context of healthcare facilities.

In his extensive business experience,

Chen held essential positions such as co-founder and vice-chairman of the Absolute Return Investment Management Association of China,

director of asset allocation at Morgan Stanley from August 2004 to August 2008, and manager at China Development Bank from September

1998 to August 2000.

Chen has been a guest speaker at Harvard University, Fordham University, Pace University, and IESE Business

He is a former member of the Adjunct Advisory Committee and former Interim Head of the Private Sector Concentration program of

Master of Science in Global Affairs, New York University, and has been an adjunct professor in the Center for Global Affairs there since

He received his PhD in Finance from the Financial Asset Management Engineering Center at University of Lausanne, Switzerland, an

MBA in Finance from the Center for Economic Research, Tilburg University in the Netherlands, and a B.A.

in Economics from the Renmin

10 unchanged sentences

we may pursue targets in any industry, we are focused on making investments in growth equity and buyout transactions in respect of which

we can exercise control and/or significant influence focused on financial software and information services companies operating at the

intersection of the financial and business services sectors (“financial technology”), generally headquartered in North America,

we can exercise control and/or significant influence focused on financial technology, generally headquartered in North America,

Asia, Latin America, Europe and Israel, provided, however, that we have no intention of ever conducting our principal operations in,

20 unchanged sentences

target businesses.

We will use these guidelines to evaluate acquisition opportunities, but we may decide to enter into our initial business

combination with a target business that does not meet these criteria and guidelines.

We intend to acquire one or more businesses that

We will use these guidelines to evaluate acquisition opportunities, including the proposed Business Combination, although

if the proposed business combination with Seamless is not completed, we may decide to enter into our initial business combination with

a target business that does not meet these criteria and guidelines.

We intend to acquire one or more businesses that we believe:

our management team’s and our Sponsor’s extensive network of relationships, which enables access to proprietary and advantaged

8 unchanged sentences

attractive business fundamentals.

not conduct its principal operations in, or is based in, or does business in, China or Hong Kong or which uses, or may use, a variable

interest entity structure to conduct China-based operations.

criteria are not intended to be exhaustive.

7 unchanged sentences

Acquisition Process

evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things,

meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational,

legal and other information which will be made available to us.

In addition, we have agreed not to enter into a definitive agreement

regarding an initial business combination without the prior consent of our Sponsor.

evaluating a prospective target business, as was the case with Seamless, we expect to conduct a thorough due diligence review which will

encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well

as a review of financial, operational, legal and other information which will be made available to us.

In addition, we have agreed not

to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.

of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following the IPO, and, accordingly,

13 unchanged sentences

our ability to complete our initial business combination.

Our amended and restated memorandum and articles of association provide that,

to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except

and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities

or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in,

any potential transaction or matter which may be a corporate opportunity for any director or officer any director or officer, on the

one hand, and us, on the other.

currently do not have any specific business combination under consideration.

Our officers and directors have neither individually identified

nor considered a target business, nor have they had any discussions regarding possible target businesses among themselves or with our

underwriter or other advisors.

Our Sponsor is continuously made aware of potential business opportunities, one or more of which we may

desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business

or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company.

not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to

a possible acquisition transaction with our company and we will not consider a business combination with any company that has already

been identified to our Sponsor as a suitable acquisition candidate for it, unless our Sponsor, in its sole discretion, declines such

potential business combination or makes available to our company a co-investment opportunity.

Additionally, we have not, nor has anyone

on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us,

nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

Our Charter provides that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to

refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce

any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be

a corporate opportunity for any director or officer any director or officer, on the one hand, and us, on the other.

Business Combination

4 unchanged sentences

We refer to this as the 80% of net assets test.

If our board of directors is not

If our Board is not

able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent

35 unchanged sentences

risk factors.

evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things,

meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational,

legal and other information which will be made available to us.

The time required to select and evaluate a target business and to structure

and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree

of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial

business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete

another business combination.

evaluating a prospective target business, as was the case with Seamless, we expect to conduct a thorough due diligence review which will

encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well

as a review of financial, operational, legal and other information which will be made available to us.

The time required to select and

evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,

are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of

a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses

and will reduce the funds we can use to complete another business combination.

are a Cayman Islands exempted company having its principal place of based in the United States.

24 unchanged sentences

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to

be a large accelerated filer, which means the Market Value (as defined below) of our Class A ordinary shares that are held by non-affiliates

equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible

debt securities during the prior three-year period.

References herein to “emerging growth company” will have the meaning

associated with it in the JOBS Act.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary

of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are

deemed to be a large accelerated filer, which means the volume weighted average trading price of the Company’s Class A

ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business

Combination (such price, the “Market Value”) held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than

$1.0 billion in non-convertible debt securities during the prior three-year period.

References herein to “emerging growth

company” will have the meaning associated with it in the JOBS Act.

Additionally,

32 unchanged sentences

approval of any proposed initial business combination, negatively.

funds available for a business combination initially in the amount of $196,998,818 (assuming no redemptions) after payment of $5,999,964

of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing

funds available for a business combination in the amount of approximately $94.59 million after payment of $5,999,964 of deferred

underwriting fees and payment of an aggregate redemption amount of approximately $109.31 million as a result of the approval of the Extension Proposal (as

defined below), we offer a target business a variety of options such as creating a liquidity event for its owners, providing

capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing,

we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target

business to fit its needs and desires.

However, we have not taken any steps to secure third party financing and there can be no assurance

it will be available to us.

Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the

foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid

to the target business to fit its needs and desires.

However, we have not taken any steps to secure third party financing and there

can be no assurance it will be available to us.

Our Initial Business Combination

11 unchanged sentences

due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

have not selected any specific business combination target.

While we may pursue an initial business combination target in any industry,

we intend to focus our search on companies in the financial technology sector.

our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this

assessment will result in our identifying all risks that a target business may encounter.

Furthermore, some of those risks may be outside

of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

have entered into the Business Combination Agreement with Seamless.

While we may pursue an initial business combination target in any

industry, we intend to focus our search on companies in the financial technology sector.

our management will assess the risks inherent in a particular target business with which we may combine, including Seamless, we cannot

assure you that this assessment will result in our identifying all risks that a target business may encounter.

Furthermore, some of those

risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely

affect a target business.

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial

20 unchanged sentences

anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers

and private investment funds (although we have no intention of ever conducting our principal operations in, or acquiring any business

that is based in, or which does business in, China or Hong Kong or which uses, or may use, a variable interest entity structure to conduct

China-based operations).

and private investment funds.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited

39 unchanged sentences

We will also need to obtain the approval of a majority of our disinterested independent directors.

to Extend Time to Complete Business Combination

will have until November 23, 2022 to consummate our initial business combination.

However, if we anticipate that we may not be able to

consummate our initial business combination prior to November 23, 2022, we may, by resolution of our board if requested by our Sponsor,

extend the period of time to consummate a business combination up to two times, each by an additional three months (or until February

23, 2023 or May 23, 2023, as applicable, to complete a business combination), subject to the Sponsor depositing additional funds into

the trust account as set out below.

Pursuant to the terms of the trust agreement entered into between the Company and Continental Stock

Transfer & Trust Company, LLC on November 23, 2021, in order to extend the time available for us to consummate our initial business

combination, our initial shareholders or their affiliates or designees, upon five days advance notice prior to the applicable deadline,

must deposit into the trust account for each three-month extension $2,999,982 ($0.15 per share) on or prior to the date of the applicable

deadline, up to an aggregate of $5,999,964, or approximately $0.30 per share.

Any such payments would be made in the form of a loan.

Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination.

If we complete our

initial business combination, we would repay such loaned amounts.

In the event that our initial business combination does not close,

we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust

account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into private placement warrants of the post

business combination entity at a price of $1.00 per warrant at the option of the lender.

Furthermore, the letter agreement with our initial

stockholders contains a provision pursuant to which our Sponsor has agreed to waive its right to be repaid for such loans out of the

funds held in the trust account in the event that we do not complete a business combination.

In the event that we receive notice from

our Sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release

announcing such intention at least three days prior to the applicable deadline.

In addition, we intend to issue a press release the day

after the applicable deadline announcing whether or not the funds had been timely deposited.

Our Sponsor and its affiliates or designees

are not obligated to fund the trust account to extend the time for us to complete our initial business combination.

If we choose to extend

the period of time to consummate a business combination as set forth herein, you will not have the ability to vote or redeem your shares

in connection with either of the three-month extensions.

However, if we seek to complete a business combination during an extension period,

investors will still be able to vote and redeem their shares in connection with that business combination.

of a Target Business and Structuring of Our Initial Business Combination

evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings

with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable,

as well as a review of financial, operational, legal and other information which will be made available to us.

If we determine to move

forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

evaluating a prospective target business, as was the case with Seamless, we expect to conduct a due diligence review which may encompass,

among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection

of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available

If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business

combination transaction.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs

37 unchanged sentences

will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion

of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust

account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on

of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on

the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding public

shares, subject to the limitations and on the conditions described herein.

The amount in the trust account is initially anticipated to

The amount in the Trust Account is currently anticipated to

be $10.49 per public share.

8 unchanged sentences

on Redemptions

amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that

would cause our net tangible assets to be less than $5,000,001.

In addition, our proposed initial business combination may impose a minimum

cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate

purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required

to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions

pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete

the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the

holders thereof.

We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness

in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may

enter into following consummation of the IPO, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other

entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and

leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions.

Many of these entities are well established

and have extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these

competitors possess similar or greater financial, technical, human and other resources than us.

Our ability to acquire larger target

businesses will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition

of a target business.

Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption

rights may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the

future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place

us at a competitive disadvantage in successfully negotiating an initial business combination.

Charter provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than

In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to

be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash

to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares

that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial

business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem

any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

We may, however, raise

funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial

business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation

of the IPO, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

identifying, evaluating and selecting a target business for our initial business combination, we have in the past and, if the proposed

business combination with Seamless is not completed, may in the future encounter competition from other entities having a business objective

similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies

and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying

and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess similar or greater financial,

technical, human and other resources than us.

Our ability to acquire larger target businesses will be limited by our available financial

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation

to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us

for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may

not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

currently have two officers:

7 unchanged sentences

We do not intend to have any full-time employees prior to the completion of our initial business combination.

Our corporate website address

is www.infintspac.com.

The information contained on, or accessible through our corporate website or any other website that we may maintain

is not incorporated by reference into this Annual Report.

corporate website address is www.infintspac.com.

The information contained on, or accessible through our corporate website or any other

website that we may maintain is not incorporated by reference into this Annual Report.

Reporting and Financial Information

have registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the

have registered our units, Class A ordinary shares and warrants under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and have reporting obligations, including the

requirement that we file annual, quarterly and current reports with the SEC.

4 unchanged sentences

In all likelihood, these financial statements

will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial

statements may be required to be audited in accordance with the standards of the PCAOB.

will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America (“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial

statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”).

These financial statement requirements may limit

9 unchanged sentences

candidates, we do not believe that this limitation will be material.

are required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley

Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth

company, will we be required to have our internal control procedures audited.

A target business may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity

to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

are required to evaluate our internal control procedures over financial reporting for the fiscal year ended December 31, 2022 as required

by the Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify

as an emerging growth company, will we be required to have our internal control procedures audited.

A target business may not be in compliance

with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls

of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business

have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our units, Class A ordinary shares and public warrants

16 unchanged sentences

investment in our securities involves a high degree of risk.

The occurrence of one or more of the events or circumstances described in

the section entitled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely

affect our business, financial condition and operating results.

In that event, the trading price of our securities could decline, and

you could lose all or part of your investment.

Such risks include, but are not limited to, the following:

The occurrence of one or more of the events or circumstances described

in the section entitled “Item IA.

Risk Factors,” alone or in combination with other events or circumstances, may

materially adversely affect our business, financial condition and operating results.

In that event, the trading price of our

securities could decline, and you could lose all or part of your investment.

Such risks include, but are not limited to, the

are a recently incorporated company with no operating history and no revenues, and our shareholders have no basis on which to evaluate

12 unchanged sentences

complete the most desirable business combination or optimize our capital structure.

requirement that we consummate an initial business combination prior to November 23, 2022 (or such later date as approved by our

shareholders) may give potential target businesses leverage over us in negotiating a business combination and may limit the time

we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution

deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our

shareholders.

requirement that we consummate an initial business combination prior to August 23, 2023 (or such earlier date as determined by our

Board) may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have

in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline,

which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially

5 unchanged sentences

securities and subject us to additional trading restrictions.

increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an

initial business combination.

the Company is deemed a “foreign person” under the regulations relating to CFIUS, its failure to obtain any required

approvals within the requisite time period may require us to liquidate.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us

1 unchanged sentence

If we have not consummated our initial business combination within the required time

period, our public shareholders may receive only approximately $10.15 (or, if both three-month extensions occur, $10.45) per public

share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

period, our public shareholders may receive only approximately $10.49 per public share, or less in certain circumstances, on the

liquidation of our Trust Account and our warrants will expire worthless.

the net proceeds of the IPO and the sale of the private placement warrants not being held in the Trust Account are insufficient to

allow us to operate until November 23, 2022 (or until February 23, 2023 or May 23, 2023, as applicable, if we extend the period of

time to consummate a business combination, as described in more detail in this Annual Report), it could limit the amount available

allow us to operate until August 23, 2023 (or such earlier date as determined by our Board), it could limit the amount available

to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will

7 unchanged sentences

the country in which we operate.

in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors

might be willing to pay in the future for our Class A ordinary shares and could entrench management.

in our Charter may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our

Class A ordinary shares and could entrench management.

we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome

compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate

an initial business combination and liquidate.

we instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash

in order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act,

we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business