What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-03-22 compared with 2022-03-23 · 132 added, 86 removed, 97 unchanged (69% of the section changed)

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Note Regarding Forward-Looking Statements

statements other than statements of historical fact included in this Annual Report on Form 10-K

including, without limitation, statements under “Management’s Discussion and Analysis

of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives

of management for future operations, are forward looking statements.

When used in this Annual Report on Form 10-K, words

such as “may,” “should,” “could,” “would,” “expect,” “plan,”

statements other than statements of historical fact included in this Annual Report including, without limitation, statements under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and

the plans and objectives of management for future operations, are forward looking statements.

When used in this Annual Report, words such as “may,” “should,” “could,” “would,” “expect,” “plan,”

“anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other

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The cautionary statements made in this Annual Report should be read as being applicable

to all forward-looking statements whenever they appear in this Annual Report on Form 10-K.

statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors,

including but not limited to, those detailed in our filings with the Securities and Exchange Commission.

All subsequent written or oral

forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

to all forward-looking statements whenever they appear in this Annual Report.

For these statements, we claim the protection

of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

Actual results could differ

materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, those

detailed in our filings with the Securities and Exchange Commission.

All subsequent written or oral forward-looking statements attributable

to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Business Combination Agreement

August 3, 2022, the Company, entered into the Business

Combination Agreement with Merger Sub, and Seamless.

If the Business Combination Agreement is approved by the Company’s

shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), and the

transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless,

with Seamless surviving the Merger as a wholly owned subsidiary of the Company (such transactions are referred to collectively as the

“Proposed Transactions”).

Under the Business Combination Agreement, Seamless Shareholders

are expected to receive $400,000,000 (“Seamless Value”) in aggregate consideration in the form of ordinary shares of the

Company, par value $0.0001 per share equal to the quotient obtained by dividing (i) the Seamless Value by (ii) $10.00.

The Proposed Transactions

are expected to close in the first quarter of 2023.

The Business Combination Agreement was amended on October 20, 2022, November 29, 2022 and February 20, 2023.

with the execution of the Business Combination Agreement, the Company, 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 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 Proposed

Transactions, (c) not transfer their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at

or prior to closing.

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 shareholder meeting in favor of the Business

Combination Agreement and the Proposed Transactions, (b) abstain from redeeming any Sponsor founder shares in connection with the Proposed

Transactions, and (c) waive certain anti-dilution provisions contained in the Company’s Charter.

November 22, 2022, Seamless deposited additional funds in the amount of $2,999,982 to the Trust Account to automatically extend the date

by with the Company must consummate a business combination from November 23, 2022 to February 23, 2023.

On February 13, 2023, at the

extraordinary general meeting the Company’s shareholders approved a special resolution (the “Extension Proposal”) to

amend the Charter to extend the date that the Company has to consummate a business combination from February 23, 2023 to the Extended

Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Extension Proposal.

Accordingly, the Company

now has until August 23, 2023 to consummate its initial business combination.

In connection with the votes to approve the Extension Proposal,

the holders of 10,415,452 Class A ordinary shares of the Company properly 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.

accordance with the Business Combination Agreement, as amended, additional funds in the amount of $290,000 were deposited by Seamless to the Trust Account on February

21, 2023, and the required contributions will continue to be deposited on or before the 23rd day of each subsequent calendar month into

the Trust Account until August 23, 2023 or such earlier date that the board determines to liquidate INFINT or the date an initial business

combination is completed.

of Operations

only activities from March 8, 2021 (inception) through December 31, 2021 were organizational activities, those necessary to consummate

the IPO, described below, and identifying a target company for a Business Combination.

We do not expect to generate any operating revenues

until after the completion of our Business Combination.

We generate non-operating income in the form of interest income on marketable

securities held in the Trust Account.

We are incurring expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as for due diligence expenses.

the period from March 8, 2021 (inception) through December 31, 2021, we had net loss of $181,695, which consisted of operating

costs of $183,619, offset by interest earned on marketable securities held in the Trust Account of $1,924.

only activities through December 31, 2022 were organizational activities, those necessary to consummate the IPO, described below, and

identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion

of our Business Combination.

We generate non-operating income in the form of interest income on marketable securities held in the Trust

We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses.

the year ended December 31, 2022, we had net loss of $1,111,964, which consisted of operating costs of $4,044,156, offset

by interest earned on marketable securities held in the Trust Account of $2,932,192.

the period from March 8, 2021 (inception) through December 31, 2021, we had net loss of $181,695, which consisted of operating costs

of $183,619, offset by interest earned on marketable securities held in the Trust Account of $1,924.

and Capital Resources

November 23, 2021, the Company consummated its initial public offering of 17,391,200 of its units.

November 23, 2021, the Company consummated its IPO of 17,391,200 of its units.

Each Unit consists of one Class A

ordinary share, $0.0001 par value per share, and one-half of one warrant, with each whole Warrant entitling the holder to purchase one

Ordinary Share at a price of $11.50 per share.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds

of $173,912,000.

ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant, with each whole warrant entitling the holder to

purchase one ordinary share at a price of $11.50 per share.

The Units were sold at an offering price of $10.00 per Unit, generating gross

proceeds of $173,912,000.

Simultaneously

with the consummation of the IPO, the Company consummated the private placement of 7,032,580 warrants at a price of $1.00 per Private

Warrant, generating total proceeds of $7,032,580, to the Company’s sponsor, InFinT Capital LLC.

Warrant, generating total proceeds of $7,032,580, to the Company’s Sponsor.

The Private Warrants are identical

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established in connection with the IPO.

the year ended December 31, 2022, cash used in operating activities was $(756,716).

Net loss of $1,111,964 was offset by interest earned

on marketable securities held in the Trust Account of $2,932,192.

Changes in operating assets and

liabilities used $3,287,440 of cash for operating activities.

the period from March 8, 2021 (inception) through December 31, 2021, cash used in operating activities was $(711,252).

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was offset by interest earned on marketable securities held in the Trust Account of $1,924.

in operating assets and liabilities used $527,633 of cash for operating activities.

of December 31, 2021, we had marketable securities held in the Trust Account of $203,000,706 consisting of securities held in a money

Changes in operating assets and liabilities

used $527,633 of cash for operating activities.

December 31, 2022, we had marketable securities held in the Trust Account of $208,932,880 consisting of securities held in a money

market fund and government bonds that invests in United States government treasury bills, bonds or notes with a maturity of 185 days

Through December 31, 2022, we did not withdraw any interest earned on the Trust Account to pay our taxes.

We intend to use substantially

all of the funds held in the Trust Account, to acquire a target business and to pay our expenses relating thereto.

To the extent that

our capital stock is used in whole or in part as consideration to effect a Business Combination, the remaining funds held in the Trust

Account will be used as working capital to finance the operations of the target business.

Such working capital funds could be used in

a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing,

research and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’

fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust Account

were insufficient to cover such expenses.

of December 31, 2021, we have available to us $1,028,183 of cash on our operating account and working capital of $1,555,816.

will use these funds primarily to find and evaluate target businesses, perform business, legal, and accounting due diligence on prospective

The amount of

funds available for a business combination is 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

To the extent that our capital stock is used in whole or in part as consideration to effect a Business Combination, the

remaining funds held in the Trust Account will be used as working capital to finance the operations of the target business.

working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations,

for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to

repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination if the

funds available to us outside of the Trust Account were insufficient to cover such expenses.

December 31, 2022, we have available to us $271,467 of cash on our operating account and working capital deficit of $2,488,340.

We will use these funds primarily to find and evaluate target businesses, perform business, legal, and accounting due diligence on prospective

target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives

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held in the Trust Account would be used to repay the Working Capital Loans.

will have until 12 months from the closing of the IPO to consummate our initial business combination.

However, if we anticipate that

we may not be able to consummate our initial business combination within 12 months, 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 (for

a total of up to 18 months 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 to be entered into between us and Continental Stock Transfer & Trust

Company, LLC, 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 in either case) 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 Shareholders 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

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.

As of December 31, 2021, the Company has not borrow any amount from

Working Capital Loans.

on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs

through the earlier of the consummation of a business combination or one year from this filing.

As of December 31, 2022, the Company has not borrowed any amount from Working Capital Loans.

will have until August 23, 2023 to consummate our initial business combination.

On February 13, 2023, the Company’s shareholders

approved the Extension Proposal.

Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Extension Proposal.

Accordingly, the Company now has until August 23, 2023 to consummate its initial business combination.

In connection with the votes to

approve the Extension Proposal, the holders of 10,415,452 Class A ordinary shares of the Company properly 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.

on the foregoing, management believes that the Company expects to continue to incur significant costs in pursuit of the consummation

of a Business Combination.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied

through proceeds from notes payable and from the issuance of common stock.

However, the $271,467 in cash might not be sufficient to allow

the Company to operate for at least the next 12 months from the issuance of the financial statements.

Additionally, the combination period

is less than one year from the date of the issuance of the financial statements.

As a result, there is substantial doubt that the Company

can sustain operations for a period of at least one-year from the issuance date of these financial statements for the next two months

from the issuance of these financial statements.

only activities through December 31, 2022 were organizational activities, those necessary to consummate the Initial Public Offering,

described below, and identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until

after the completion of our Business Combination.

We generate non-operating income in the form of interest income on marketable securities

held in the Trust Account.

We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as for due diligence expenses.

Sheet Financing Arrangements

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Accounting Policies

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date

of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those

We have identified the following critical accounting policies:

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Company’s balance sheet.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in ASC 480 and ASC 815.

The assessment considers whether the warrants are freestanding

financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all

the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common

stock, among other conditions for equity classification.

This assessment, which requires the use of professional judgement, is conducted

at the time of warrant issuance and is re-evaluated as of each subsequent quarterly period end date while the warrants are outstanding.

The Company concluded that the warrants should be classified as equity.

loss per ordinary share

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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

is made to Pages F-1 through F-14 following Item 15, which comprise a portion of this Annual Report.

information appears following Item 16 of this Annual Report and is included herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 7. Management’s Discussion and Analysis