What changed in this filing

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Item 9A. Controls and Procedures

2023-03-22 compared with 2022-03-23 · 925 added, 733 removed, 742 unchanged (69% of the section changed)

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required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported

within the time periods specified in Securities Exchange Commission (the “Commission”) rules and forms and (ii) accumulated

within the time periods specified in the SEC rules and forms and (ii) accumulated

and communicated to the management of the registrant, including the CEO and CFO, to allow timely decisions regarding required disclosure.

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that the objectives of the control system are met.

Annual Report on Internal Control Over Financial Reporting

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report

on Form 10-K for the year ending December 31, 2022.

Only in the event we are deemed to be a large accelerated filer, or an accelerated

filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control

over financial reporting.

Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent

registered public accounting firm attestation requirement on our internal control over financial reporting.

Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment

of the effectiveness of internal control over financial reporting as of December 31, 2022.

Internal control over financial reporting

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with GAAP.

Our system of internal control over financial reporting includes those policies

and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of our company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of

our company are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect

on the financial statements.

performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 based upon criteria

in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO).

Based on our assessment and those criteria, management determined that we maintained effective internal control

over financial reporting as of December 31, 2022.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

in internal controls over financial reporting.

were no changes in the Company’s internal controls over financial reporting that occurred during the fourth quarter of the fiscal

year covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s

year covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, the Company’s

internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Executive Officer, Director

Sheldon Brickman

Financial Officer

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.

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.

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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.

Brickman is the President of Rockshore Advisors LLC, which he

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 such 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.

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

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

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

such 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.

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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.

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

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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.

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.

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).

As a firm believer in security for both individuals

and enterprises, Mr.

Cameron achieved an “All Star” designation from Risk and Insurance magazine for his ongoing peer recognition

in security awareness and education.

One of these unique initiatives raised over $10,000 for Medicine Sans Frontier.

As an active member

of various global security consortiums including the FS-ISAC and the European-based Information Security Forum (ISF), he participated

in thought leadership efforts to create a global information security culture.

Additionally, he continuously participates in round table

and panel discussions at international conferences to further entrench the security mindset and awareness.

Cameron holds and maintains

a Certified Information Systems Security Professional (CISSP) designation and an Associates in Business from the University of Phoenix.

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.

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 CFIUS.

believer in security for both individuals and enterprises, Mr.

Cameron achieved an “All Star” designation from Risk and

Insurance magazine for his ongoing peer recognition in security awareness and education.

One of these unique initiatives raised over

$10,000 for Medicine Sans Frontier.

As an active member of various global security consortiums including the FS-ISAC and the

European-based ISF, he participated in thought leadership efforts to create a global information

security culture.

Additionally, he continuously participates in round table and panel discussions at international conferences to

further entrench the security mindset and awareness.

Cameron holds and maintains a CISSP designation and an Associates in Business from the University of Phoenix.

believe that Mr.

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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.

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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 SPAC.

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.

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

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,

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.

QIWI) and was primarily

responsible for international business development and merger and acquisition transactions.

From 1999 to 2007, 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 served as

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

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.

believe that Mr.

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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.

Chen is a member of the Board 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.

healthcare facilities, since January of

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.

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.

facilities, since January of 2018.

He is responsible for advising clients investing in healthcare facilities in the United States.

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.

He took this 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 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.

in Economics from the Renmin

University of China in Beijing, China.

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.

in Economics from the Renmin University of China in Beijing,

believe that Mr.

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and Terms of Office of Officers and Directors

board of directors consist of seven members and is divided into three classes with only one class of directors being appointed in each

year, and with each class (except for those directors appointed prior to our first general meeting) serving a three-year term.

In accordance

with NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal

year end following our listing on NYSE.

The term of office of the first class of directors, which currently consists of Jing Huang and

Andrey Novikov, will expire at our first annual general meeting.

The term of office of the second class of directors, which we expect

to be Eric Weinstein, Michael Moradzadeh and Dave Cameron, will expire at the second annual general meeting.

The term of office of the

third class of directors, which we expect to be Alexander Edgarov and Kevin Chen, will expire at the third annual general meeting.

holders of Class B ordinary shares will have the right to vote for the election of directors in any general meeting held prior to or

in connection with the completion of our initial business combination, which directors will be proposed by the Company’s board

of directors following a nomination by the nominating and corporate governance committee.

Holders of our public shares will not be entitled

to vote on the appointment of directors during such time.

These provisions of our amended and restated memorandum and articles of association

relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a

majority of at least 90% of our ordinary shares voting in a general meeting.

Our officers are appointed by the board of directors and

serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to

appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

rules of NYSE require that a majority of our board of directors be independent within one year of our initial public offering.

An “independent

director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship

with the listed company (either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship

with the company).

We have four “independent directors” as defined in NYSE rules and applicable SEC rules prior to completion

Our board of directors has determined that Michael Moradzadeh, Jing Huang, Eric Weinstein, Dave Cameron and Jing Huang are

“independent directors” as defined in NYSE listing standards and applicable SEC rules.

Our independent directors will have

regularly scheduled meetings at which only independent directors are present.

of the Board of Directors

board of directors have three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance

Our audit committee, our nominating and corporate governance committee and our compensation committee are composed solely

of independent directors.

Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee

of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the

nominating and corporate governance committee of a listed company be comprised solely of independent directors.

Each committee operates

under a charter that is approved by our board and has the composition and responsibilities described below.

The charter of each committee

is available on our website.

established an audit committee of the board of directors.

Dave Cameron and Jing Huang serve as members of the audit committee and Michael

Moradzadeh serve as chair of the audit committee.

All members of the audit committee are independent of and unaffiliated with our Sponsor

and our underwriter.

Under NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

Moradzadeh is financially literate and our board of directors has determined that Michael Moradzadeh qualifies as an “audit committee

financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

have adopted an audit committee charter, which will detail the principal functions of the audit committee, including:

board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3)

our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal

audit function and independent auditors;

the appointment, compensation, retention, replacement, and oversight of the work of the

independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving

all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged

by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships

the auditors have with us in order to evaluate their continued independence;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at

least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-control

procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm,

or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or

more independent audits carried out by the firm and any steps taken to deal with such issues;

to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent

auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition

and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item

404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including

any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues

regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

established a compensation committee of the board of directors.

Michael Moradzadeh serve as a member of the compensation committee and

Dave Cameron serve as chair of the compensation committee.

Under NYSE listing standards, all the directors on the compensation committee

must be independent.

have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation,

evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the

remuneration (if any) of our chief executive officer’s based on such evaluation;

and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity

based plans that are subject to board approval of all of our other officers;

our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding

the foregoing, as indicated above, other than the issuance of 80,000 Class B ordinary shares to our CEO, 60,000 Class B ordinary shares

to our CFO, 55,000 Class B ordinary shares to certain advisors as described herein, and the payment to an affiliate of our Sponsor of

up to $10,000 per month, for up to until February 23, 2023 or May 23, 2023, as applicable, , for office space, utilities and secretarial

and administrative support and reimbursement of expenses, and excluding director compensation as described herein, no compensation of

any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors

or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial

business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee

will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such

initial business combination.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work

of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other

adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and

and Corporate Governance Committee

established a nominating and corporate governance committee of the board of directors.

Michael Moradzadeh serves as a member of our nominating

and corporate governance committee and Eric Weinstein serves as chair.

Under NYSE listing standards, all the directors on the nominating

and corporate governance committee must be independent.

have adopted a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating

and corporate governance committee, including:

screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending

to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board

of directors;

and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance

of the company;

on a regular basis our overall corporate governance and recommending improvements as and when necessary.

charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice

of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search

firm’s fees and other retention terms.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of

professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent

the best interests of our shareholders.

Prior to our initial business combination, holders of our public shares will not have the right

to recommend director candidates for nomination to our board of directors.

Board consist of seven members and is divided into three classes with only one class of directors being appointed in each year, and with

each class (except for those directors appointed prior to our first general meeting) serving a three-year term.

In accordance with NYSE

corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end

following our listing on NYSE.

The term of office of the first class of directors, which currently consists of Jing Huang and Andrey

Novikov, will expire at our first annual general meeting.

The term of office of the second class of directors, which we expect to be

Eric Weinstein, Michael Moradzadeh and Dave Cameron, will expire at the second annual general meeting.

The term of office of the third

class of directors, which we expect to be Alexander Edgarov and Kevin Chen, will expire at the third annual general meeting.

holders of Class B ordinary shares will have the right to vote for the election of directors in any general meeting held prior to or

in connection with the completion of our initial business combination, which directors will be proposed by the Company’s Board

of directors following a nomination by the nominating and corporate governance committee.

Committee Interlocks and Insider Participation

of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one

or more officers serving on our board of directors.

following a nomination by the nominating and corporate governance committee.

Holders of our public shares will not be entitled to vote

on the appointment of directors during such time.

These provisions of our Charter relating to the rights of holders of Class B ordinary

shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting

in a general meeting.

Our officers are appointed by the Board and serve at the discretion of the Board, rather than for

specific terms of office.

Our Board is authorized to appoint officers as it deems appropriate pursuant to our Charter.

of Business Conduct and Ethics

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In addition, a copy of the Code of Business Conduct and Ethics and the charters

of the committees of our board of directors will be provided without charge upon request from us.

If we make any amendments to our Code

of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including

any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal

financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable

SEC or NYSE rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our website is

not incorporated by reference into any report or document we file with the SEC, and any references to our website are intended to be

inactive textual references only.

of the committees of our Board will be provided without charge upon request from us.

If we make any amendments to our Code of Business

Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit

waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial

officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC

or NYSE rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our website is not

incorporated by reference into any report or document we file with the SEC, and any references to our website are intended to be inactive

textual references only.

Section 16(a) Reports

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required to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of such forms, we believe that during

the period from March 8, 2021 (inception) through December 31, 2021, the Form 3s required to be filed by our Sponsor and officers and

directors upon the effectiveness of the registration statement from our initial public offering were filed late.

Based solely upon a review of such forms, we believe that for

the year ended December 31, 2022, there were no delinquent filers.

EXECUTIVE COMPENSATION

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of our officers or directors have received any cash compensation for services rendered to us.

Edgarov, in his capacity as the CEO

of the Company, and Mr.

Brickman, in his capacity of CFO of the Company, have been awarded incentive equity in the form of 80,000 Class

B ordinary shares in the Company and 60,000 Class B ordinary shares, respectively.

Commencing on the date that our securities are first

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Any compensation

to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee

constituted solely by independent directors or by a majority of the independent directors on our board of directors.

to be paid to our officers will be determined, or recommended to Board for determination, either by a compensation committee constituted

solely by independent directors or by a majority of the independent directors on our Board.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 22, 2022 based on

information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares by:

following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 20, 2023 based on information

obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares by:

person known by us to be the beneficial owner of more than 5% of the outstanding ordinary shares;

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shares beneficially owned by them.

Percentage of

Ordinary Shares(3)

Name and Address of Beneficial Owner(1)

Alexander Edgarov

Sheldon Brickman

Eric Weinstein

Michael Moradzadeh

Andrey Novikov

All directors and executive officers as a group (8 individuals)

InFinT Capital LLC(4)(5)

Saba Capital Management, L.P.

Highbridge Capital Management, LLC (7)

and Address of Beneficial Owner(1)

5,733,084 (2)

directors and executive officers as a group (8 individuals)

5,733,084 (2)

Capital LLC(4)(5)

5,733,084 (2)

Capital Management, L.P.

Taconic Capital Advisors L.P.(7)

Polar Asset Management Partners Inc.

Periscope Capital Inc.

Glazer Capital, LLC (10)

Less than one percent.

Unless otherwise noted, the business address of each of the following is 32 Broadway, Suite 401, New York, NY 10004.

(2) Interests

otherwise noted, the business address of each of the following is 32 Broadway, Suite 401, New York, NY 10004.

shown consist solely of founder shares, classified as Class B ordinary shares.

will automatically convert into Class A ordinary shares concurrently with or immediately

following the consummation of our initial business combination on a one-for-one basis, subject

to adjustment, as described in the section entitled “Description of Securities.”

on 25,832,963 shares issued immediately after the offering (5,833,083 founder shares and

the issuance of 19,999,880 ordinary shares underlying 19,999,880 units sold in the offering).

InFinT Capital LLC, our Sponsor,

is the record holder of such shares.

Alexander Edgarov is the sole member of the Sponsor and has dispositive and voting control

of the securities held of record by the Sponsor, and may be deemed to beneficially own such securities.

Edgarov disclaims

beneficial ownership of such securities except to the extent of his pecuniary interest therein..

of the 760,837 of the founder shares was surrendered by our Sponsor as the result of the

underwriter’s full exercise of the over-allotment option.

on a Schedule 13G filed on November 29, 2021, by Saba Capital Management, L.P., a Delaware

limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware

limited liability company (“Saba GP”), and Mr.

Weinstein (together, the

“Reporting Persons”).

Saba Capital is organized as a limited partnership under

the laws of the State of Delaware.

Saba GP is organized as a limited liability company under

the laws of the State of Delaware.

Weinstein is a citizen of the United States.

of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor,

New York, New York 10174.

on a Schedule 13G/A filed on February 9, 2022, by Highbridge Capital Management, LLC (“Highbridge”

or the “Reporting Person”), a Delaware limited liability company and the investment

adviser to certain funds and accounts (the “Highbridge Funds”), with respect

to the Class A Ordinary Shares (as defined in Item 2(d) below) directly held by the Highbridge

The address of the business office of the Reporting Person is 277 Park Avenue, 23 rd

Floor, New York, New York 10172.

Such shares will automatically convert into Class

A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one

basis, subject to adjustment, as described in the section entitled “Description of Securities.”

on 15,417,511 shares issued and outstanding as of March 20, 2023 (5,833,083 founder shares and 9,584,428 Class A ordinary shares).

Capital LLC, our Sponsor, is the record holder of such shares.

Alexander Edgarov is the sole member of the Sponsor and has dispositive

and voting control of the securities held of record by the Sponsor, and may be deemed to beneficially own such securities.

disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

of the 760,837 of the founder shares was surrendered by our Sponsor as the result of the underwriter’s full exercise of the

over-allotment option.

on a Schedule 13G/A filed on February 14, 2023, by Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”),

Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Mr.

Weinstein (together,

the “Reporting Persons”).

Saba Capital is organized as a limited partnership under the laws of the State of Delaware.

Saba GP is organized as a limited liability company under the laws of the State of Delaware.

Weinstein is a citizen of the United

The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York

on a Schedule 13G/A filed on February 10, 2023, by Taconic Capital Advisors L.P., a Delaware limited partnership (“Taconic Advisors LP”), Taconic Capital Advisors UK LLP, a

United Kingdom limited liability partnership (“Taconic Advisors UK”), Taconic Associates LLC, a Delaware limited liability

company (“Taconic Associates”), Taconic Capital Partners LLC, a Delaware limited liability company (“Taconic Capital”),

Taconic Capital Performance Partners LLC, a Delaware limited liability company (“Taconic Partners”), and Mr.

(together, the “Reporting Persons”), with respect to the Class A ordinary shares held by the Reporting Persons for the accounts

of Taconic Opportunity Master Fund L.P.

(“Taconic Opportunity Fund”) and Taconic Master Fund 1.5 L.P.

(“Taconic Event

Fund”, and together with Taconic Opportunity Fund, the “Taconic Funds”).

Taconic Advisors LP serves as the investment

manager to each of the Taconic Funds.

Taconic Advisors LP has entered into a sub-advisory agreement with Taconic Advisors UK pursuant

to which Taconic Advisors UK serves as a subadvisor to Taconic Advisors LP in respect of each of the Taconic Funds.

Taconic Advisors LP

is the manager of Taconic Capital Services UK Ltd, the UK parent entity of Taconic Advisors UK.

Accordingly, Taconic Advisors LP and Taconic

Advisors UK may be deemed a beneficial owner of the Shares held for the accounts of the Taconic Funds.

Taconic Partners serves as the

general partner to Taconic Advisors LP.

Taconic Associates serves as the general partner to Taconic Opportunity Fund, and accordingly

may be deemed a beneficial owner of the Shares held for the account of Taconic Opportunity Fund.

Taconic Capital serves as the general

partner to Taconic Event Fund, and accordingly may be deemed a beneficial owner of the Shares held for the account of Taconic Event Fund.

Brosens is a principal of Taconic Advisors LP and a manager of each of Taconic Partners, Taconic Associates and Taconic Capital.

such capacities, Mr.

Brosens may be deemed a beneficial owner of the Shares held for the accounts of the Taconic Funds.

The address of

the principal business of office of each of Taconic Advisors LP, Taconic Associates, Taconic Partners, Taconic Capital and Mr.

is c/o Taconic Capital Advisors L.P.

280 Park Avenue, 5th Floor, New York, NY 10017.

The address of the principal business office of Taconic

Advisors UK is 55 Grosvenor Street, 4th Floor, London, W1K 3HY, UK.

on a Schedule 13G filed on February 10, 2023, by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario,

Canada and the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”), with

respect to the Class A ordinary shares directly held by PMSMF.

The address of the business office of Polar Asset Management Partners

is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

on a Schedule 13G filed on February 13, 2023, by Periscope Capital Inc.(“Periscope”), a Canadian company and the investment

manager to certain private investment funds (each, a “ Periscope Fund ”), with respect to 202,300 Class A ordinary

shares collectively and directly held by Periscope Funds.

The address of the business office of Periscope is 333 Bay Street, Suite

1240, Toronto, Ontario, Canada M5H 2R2.

on a Schedule 13G filed on February 14, 2023 by Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”),

with respect to the Class A ordinary shares held by certain funds and managed accounts to which Glazer Capital serves as investment

manager (collectively, the “Glazer Funds”) and Mr.

Glazer (together with Glazer Capital, the “Reporting

Persons”), who serves as the Managing Member of Glazer Capital, with respect to the Class A ordinary shares held by the Glazer

The address of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 10019.

after the IPO, our initial shareholders beneficially own 22.58% of the then issued and outstanding ordinary shares.

As a result of redemptions in connection with the extraordinary meeting held to approve the Extension Proposal, our

initial shareholders currently beneficially own 37.8% of our issued and outstanding ordinary shares.

Only holders of Class

B ordinary shares will have the right to vote for the election of directors in any general meeting held prior to or in connection with

the completion of our initial business combination, which directors will be proposed by the Company’s board of directors following

a nomination by the nominating and corporate governance committee.

Holders of our public shares will not have the right to appoint any

directors to our board of directors prior to our initial business combination.

Because of this ownership block, our initial shareholders

may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to

our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial

business combination.

the completion of our initial business combination, which directors will be proposed by the Company’s Board following a nomination

by the nominating and corporate governance committee.

Holders of our public shares will not have the right to appoint any directors to

our Board prior to our initial business combination.

Because of this ownership block, our initial shareholders may be able to effectively

influence the outcome of all other matters requiring approval by our shareholders, including amendments to our Charter and approval of

significant corporate transactions including our initial business combination.

Sponsor has purchased an aggregate of 7,796,842 private placement warrants, each exercisable to purchase one Class A ordinary share at

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If we do not complete our initial business combination

prior to November 23, 2022 (or prior to 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), the private placement warrants will expire worthless.

prior to August 23, 2023 (or such earlier date as determined by our Board), the private placement warrants will expire worthless.

Capital LLC, our Sponsor, and our officers and directors are deemed to be our “promoters” as such term is defined under the

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Relationships and Related Transactions

We issued to our Sponsor an aggregate

of 5,833,083 founder shares in exchange for a capital contribution of $25,100, or approximately $0.004 per share.

Our Sponsor transferred

99,999 founder shares to EF Hutton as representative shares (the representative shares are deemed to be underwriter’s compensation

by FINRA pursuant to Rule 5110 of the FINRA Manual).

issued to our Sponsor an aggregate of 5,833,083 founder shares in exchange for a capital contribution of $25,100, or approximately $0.004

Our Sponsor transferred 99,999 founder shares to EF Hutton as representative shares (the representative shares are deemed

to be underwriter’s compensation by the FINRA pursuant to Rule 5110 of the FINRA Manual).

Sponsor has purchased an aggregate of 7,796,842 private placement warrants, each exercisable to purchase one Class A ordinary share at

8 unchanged sentences

shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their

founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum

and articles of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business

combination or to redeem 100% of our public shares if we have not consummated an initial business combination prior to November 23,

2022 (or prior to 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) or with respect to any other material provisions relating to shareholders’ rights

or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect

to their founder shares if we fail to complete our initial business combination prior to November 23, 2022 (or prior to 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), although they will be entitled to liquidating distributions from the trust account with respect to any public

shares they hold if we fail to complete our initial business combination within such time period and (D) vote any founder shares held

by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor

of our initial business combination;

(iv) the founder shares are automatically convertible into Class A ordinary shares concurrently

with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described

herein and in our amended and restated memorandum and articles of association;

and (v) only holders of Class B ordinary shares will have

the right to vote for the election of directors in any general meeting held prior to or in connection with the completion of our initial

business combination, which directors will be proposed by the Company’s board of directors following a nomination.

founder shares and public shares in connection with a shareholder vote to approve an amendment to our Charter to modify the substance

or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares

if we have not consummated an initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board)

or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity,

(C) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if we fail to complete

our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board), although they will be entitled

to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial business

combination within such time period;

(D) vote any founder shares held by them and any public shares purchased during or after the

IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination;

(E) the founder shares

are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial

business combination on a one-for-one basis, subject to adjustment as described herein and in our Charter;

and (F) only holders of Class

B ordinary shares will have the right to vote for the election of directors in any general meeting held prior to or in connection with

the completion of our initial business combination, which directors will be proposed by the Company’s Board following a nomination.

currently utilize office space at 32 Broadway, Suite 401, New York, NY 10004.

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April 20, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate

principal amount of up to $400,000, to be used for payment of costs related to the Proposed Offering.

principal amount of up to $400,000, to be used for payment of costs related to the IPO.

The note is interest bearing (0.01%

annual rate) and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Proposed Offering.

annual rate) and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of the IPO.

These amounts have

27 unchanged sentences

for Approval of Related Party Transactions

audit committee of our board of directors have adopted a policy setting forth the policies and procedures for its review and approval

or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed

transaction or series of transactions:

audit committee of our Board have adopted a policy setting forth the policies and procedures for its review and approval or ratification

of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or

series of transactions:

(i) in which the company was or is to be a participant;

(ii) the amount of which exceeds (or is

reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior

two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss);

and (iii) in which

a “related party” had, has or will have a direct or indirect material interest.

“Related parties” under this

policy will include:

(i) our directors, nominees for director or officers;

(ii) any record or beneficial owner of more than 5% of any

class of our voting securities;

(iii) any immediate family member of any of the foregoing if the foregoing person is a natural person;

and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act.

to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including

if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party,

(ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics

or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests

of the company and its shareholders and (v) the effect that the transaction may have on a director’s status as an independent member

of the board and on his or her eligibility to serve on the board’s committees.

Management will present to the audit committee each

proposed related party transaction, including all relevant facts and circumstances relating thereto.

Under the policy, we may consummate

related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth

in the policy.

The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related

person transaction in which he or she is the related party.

(ii) the amount of which exceeds (or is reasonably expected

to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal

years in the aggregate over the duration of the transaction (without regard to profit or loss);

and (iii) in which a “related party”

had, has or will have a direct or indirect material interest.

“Related parties” under this policy will include:

(i) our directors,

nominees for director or officers;

(ii) any record or beneficial owner of more than 5% of any class of our voting securities;

immediate family member of any of the foregoing if the foregoing person is a natural person;

and (iv) any other person who maybe a “related

person” pursuant to Item 404 of Regulation S-K under the Exchange Act.

Pursuant to the policy, the audit committee will consider

(i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those

that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest

in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee

believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect

that the transaction may have on a director’s status as an independent member of the Board and on his or her eligibility to serve

on the Board’s committees.

Management will present to the audit committee each proposed related party transaction, including all

relevant facts and circumstances relating thereto.

Under the policy, we may consummate related party transactions only if our audit committee

approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

The policy will not permit any director

or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related

rules of NYSE require that a majority of our Board be independent within one year of our IPO.

An “independent

director” is defined generally as a person who, in the opinion of the company’s Board, has no material relationship with

the listed company (either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with

the company).

We have four “independent directors” as defined in NYSE rules and applicable SEC rules prior to completion

Our Board has determined that Michael Moradzadeh, Jing Huang, Eric Weinstein, Dave Cameron and Jing Huang are “independent

directors” as defined in NYSE listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled

meetings at which only independent directors are present.

of the Board of Directors

Board has three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance committee.

Our audit committee, our nominating and corporate governance committee and our compensation committee are composed solely of independent

Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed

company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating

and corporate governance committee of a listed company be comprised solely of independent directors.

Each committee operates under a

charter that is approved by our Board and has the composition and responsibilities described below.

The charter of each committee is

available on our website.

established an audit committee of the Board.

Dave Cameron and Jing Huang serve as members of the audit committee and Michael Moradzadeh

serves as chair of the audit committee.

All members of the audit committee are independent of and unaffiliated with our Sponsor and our

Under NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

Moradzadeh is financially literate and our Board has determined that Michael Moradzadeh qualifies as an “audit committee financial

expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

have adopted an audit committee charter, which will detail the principal functions of the audit committee, including:

board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3)

our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal

audit function and independent auditors;

the appointment, compensation, retention, replacement, and oversight of the work of the

independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving

all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged

by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships

the auditors have with us in order to evaluate their continued independence;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at

least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-control

procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm,

or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or

more independent audits carried out by the firm and any steps taken to deal with such issues;

to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent

auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition

and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item

404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including

any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues

regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

established a compensation committee of the Board.

Michael Moradzadeh serves as a member of the compensation committee and Dave Cameron

serves as chair of the compensation committee.

Under NYSE listing standards, all the directors on the compensation committee must be

have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation,

evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the

remuneration (if any) of our chief executive officer’s based on such evaluation;

and making recommendations to our Board with respect to the compensation, and any incentive compensation and equity based plans that

are subject to Board approval of all of our other officers;

our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding

the foregoing, as indicated above, other than the payment to an affiliate of our Sponsor of

up to $10,000 per month, for up to until August 23, 2023 (or such earlier date as determined by our Board), as applicable, for office

space, utilities and secretarial and administrative support and reimbursement of expenses, and excluding director compensation as described

herein, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders,

officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation

of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the

compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into

in connection with such initial business combination.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work

of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other

adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and

and Corporate Governance Committee

established a nominating and corporate governance committee of the Board.

Michael Moradzadeh serves as a member of our nominating and

corporate governance committee and Eric Weinstein serves as chair.

Under NYSE listing standards, all the directors on the nominating

and corporate governance committee must be independent.

have adopted a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating

and corporate governance committee, including:

screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Board, and recommending

to the Board candidates for nomination for appointment at the annual general meeting or to fill vacancies on the Board;

and recommending to the Board and overseeing implementation of our corporate governance guidelines;

and overseeing the annual self-evaluation of the Board, its committees, individual directors and management in the governance of

on a regular basis our overall corporate governance and recommending improvements as and when necessary.

charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice

of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search

firm’s fees and other retention terms.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the Board considers educational background, diversity of professional

experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best

interests of our shareholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend

director candidates for nomination to our Board.

holders of Class B ordinary shares will have the right to vote for the election of directors in any general meeting held prior to or

in connection with the completion of our initial business combination, which directors will be proposed by the Company’s Board

following a nomination by the nominating and corporate governance committee.

Committee Interlocks and Insider Participation

of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one

or more officers serving on our Board.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

firm of Marcum LLP, or Marcum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to

Marcum for services rendered.

The firm of Marcum LLP, or Marcum, acts as our independent registered public accounting

The following is a summary of fees paid to Marcum for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and

services that are normally provided by Marcum in connection with regulatory filings.

During the period from March 8, 2021 (inception)

through December 31, 2021, fees for our independent registered public accounting firm were $69,010 for the services Marcum performed

in connection with our initial public offering and the audit of our December 31, 2021 consolidated financial statements included in this

For the year ended December 31, 2022, fees for our

independent registered public accounting firm were $75,000 for the services Marcum performed in connection with the audit of our

December 31, 2022 consolidated financial statements included in this report.

Audit-Related

2 unchanged sentences

that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

period from March 8, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not render assurance

and related services related to the performance of the audit or review of consolidated financial statements.

We did not pay Marcum for tax planning and tax advice during the period from March 8, 2021 (inception) through December 31,

We did not pay Marcum for other services during the period from March 8, 2021 (inception) through December 31, 2021.

audit committee was formed in connection with the effectiveness of our registration statement for our initial public offering.

ended December 31, 2022, our independent registered public accounting firm incurred fees of $35,500 of audit related services in conjunction

with the performance of the audit or review of consolidated financial statements.

We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2022.

We did not pay Marcum for other services for the year ended December 31, 2022.

audit committee was formed in connection with the effectiveness of our registration statement for our IPO.

the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit

committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit

committee has and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including

the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are

approved by the audit committee prior to the completion of the audit).

committee were approved by our Board.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has

and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including the fees and

terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by

the audit committee prior to the completion of the audit).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

following documents are filed as part of this report or incorporated herein by reference:

Financial Statements

Statements Schedule

following documents are included as exhibits to this Annual Report:

Amended and Restated Memorandum and Articles of Association, dated November 23, 2021

Specimen Unit Certificate.

Specimen Class A Ordinary Share Certificate.

Specimen Warrant Certificate.

Warrant Agreement, dated November 23, 2021, between the Company and Continental Stock Transfer & Trust Company.

Description of Securities of the Registrant.

Promissory Note between InFinT Capital LLC, the Representative and InFinT Acquistion Corporation

Amended and Restated Founder Share Subscription Agreement, dated November 23, 2021, between InFinT Capital LLC and the Registrant

Letter Agreement, dated November 23, 2021, among the Company, InFinT Capital LLC and the other signatories made a party thereto.

Investment Management Trust Agreement, dated November 23, 2021, 2021, between the Company and Continental Stock Transfer & Trust Company.

Registration Rights Agreement, dated November 23, 2021, among the Company and the other signatories made a party thereto.

Private Placement Warrants Purchase Agreement, dated November 23, 2021, between the Company and InFinT Capital LLC.

Transfer Agreement, dated November 23, 2021 among the Company, InFinT Capital LLC and EF Hutton, division of Benchmark Investments, LLC

Transfer Agreement, dated November 23, 2021 among the Company, InFinT Capital LLC and JonesTrading Institutional Services LLC

Administrative Support Agreement between the Company and InFinT Capital LLC.

Underwriting Agreement, dated November 18, 2021, between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters set forth on Schedule I thereto.

Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Instance Document*

Taxonomy Extension Schema

Taxonomy Calculation Linkbase

Taxonomy Label Document

Definition Linkbase Document

Combination Agreement, dated as of August 3, 2022, by and among INFINT, Merger Sub and Seamless.

Amendment No.

1 to the Business Combination Agreement, dated as of October 20, 2022, by and among INFINT, Merger Sub and Seamless.

Amendment No.

2 to the Business Combination Agreement, dated as of November 29, 2022, by and among INFINT, Merger Sub and Seamless.

Amendment No.

3 to the Business Combination Agreement, dated as of February 20, 2023, by and among INFINT, Merger Sub and Seamless.

Second Amended and Restated Memorandum and Articles of Association, dated February 14, 2023

Unit Certificate.

Class A Ordinary Share Certificate.

Warrant Certificate.

Agreement, dated November 23, 2021, between the Company and Continental Stock Transfer & Trust Company.

of Securities of the Registrant.

Note between InFinT Capital LLC, the Representative and InFinT Acquisition Corporation

and Restated Founder Share Subscription Agreement, dated November 23, 2021, between InFinT Capital LLC and the Registrant

Agreement, dated November 23, 2021, among the Company, InFinT Capital LLC and the other signatories made a party thereto.

Management Trust Agreement, dated November 23, 2021, 2021, between the Company and Continental Stock Transfer & Trust Company.

Rights Agreement, dated November 23, 2021, among the Company and the other signatories made a party thereto.

Placement Warrants Purchase Agreement, dated November 23, 2021, between the Company and InFinT Capital LLC.

Agreement, dated November 23, 2021 among the Company, InFinT Capital LLC and EF Hutton, division of Benchmark Investments, LLC

Agreement, dated November 23, 2021 among the Company, InFinT Capital LLC and JonesTrading Institutional Services LLC

Administrative

Support Agreement between the Company and InFinT Capital LLC.

Agreement, dated November 18, 2021, between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative

of the underwriters set forth on Schedule I thereto.

Support Agreement, dated as of August 3, 2022, by and among INFINT and certain shareholders of Seamless.

Support Agreement, dated as of August 3, 2022, by and among INFINT, Sponsor and Seamless.

of Registration Rights Agreement

of Lock-Up Agreement

Certification

of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

Certification

of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

Certification

of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

XBRL Instance Document*

XBRL Taxonomy Extension Schema

XBRL Taxonomy Calculation Linkbase

XBRL Taxonomy Label Document

XBRL Definition Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

Furnished herewith.

*** Exhibit is refiled to correct a typographical error in the previously

filed version

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange

Commission on December 1, 2021.

(1) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 1, 2021.

Incorporated by reference to an exhibit to the Registrant’s Form S-1 (File No.

333-256310), filed with the SEC on May 20, 2021,

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 9, 2022.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 26, 2022.

Incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2022.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange

Commission on February 15, 2023.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange

Commission on February 23, 2023.

FORM 10-K SUMMARY

ACQUISITION CORP

THE PERIOD ENDED DECEMBER 31, 2021

FINANCIAL INFORMATION

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID# 688 )

Balance Sheet as of December 31, 2021

Statement of Operations for the period from March 8, 2021 (inception) through December 31, 2021

Statement of Changes in Shareholders’ Deficit for the period from March 8, 2021 (inception) through December 31, 2021

Statement of Cash Flows for the period from March 8, 2021 (inception) through December 31, 2021

THE YEAR ENDED DECEMBER 31, 2022

TO FINANCIAL STATEMENTS .

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Sheets as of December 31, 2022 and December 31, 2021

Statements of Operations for the year ended December 31, 2022 and the period from March 8, 2021 (inception) to December 31, 2021

Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2022 and the period from March 8, 2021 (inception) to December 31, 2021

Statements of Cash Flows for the year ended December 31, 2022 and the period from March 8, 2021 (inception) to December 31, 2021

Notes to Financial Statements

ACQUISITION CORPORATION

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

on the Financial Statements

have audited the accompanying balance sheet of InFinT Acquisition Corporation (the “Company”) as of December 31, 2021, the

related statements of operations, changes in stockholders’ deficit and cash flows for the period from March 8, 2021 (inception)

through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and

the results of its operations and its cash flows for the period from March 8, 2021 (inception) through December 31, 2021, in conformity

with accounting principles generally accepted in the United States of America.

have audited the accompanying balance sheets of InfinT Acquisition Corporation (the “Company”) as of December 31, 2022 and

2021, the related statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2022 and the period

from March 8, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and the period from March

8, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described

in Note 1, the Company has a significant working capital deficiency and has until August 23, 2023 to complete a Business Combination

or the Company will cease all operations except for the purpose of liquidating.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

1 unchanged sentence

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

1 unchanged sentence

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2021.

ACQUISITION CORPORATION

BALANCE SHEETS

Current Assets

held in trust account

and marketable securities held in Trust Account

$ 209,298,900

$ 204,632,996

AND SHAREHOLDERS’ DEFICIT

payable and accrued expenses

expenses – related party

current liabilities

2 unchanged sentences

A ordinary shares subject to possible redemption;

19,999,880 shares at redemption value of $ 10.15 per share

19,999,880 shares at redemption value

Shareholders’

2 unchanged sentences

none issued and outstanding

A ordinary shares, $ 0.0001

A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

issued and outstanding (excluding the

shares subject to redemption)

none issued and outstanding (excluding the 19,999,880 shares

subject to redemption)

B ordinary shares, $ 0.0001 par value;

4 unchanged sentences

( 8,488,887 )

( 4,442,807 )

Shareholders’ Deficit

( 8,488,304 )

( 4,442,224 )

LIABILITIES AND SHAREHOLDERS’ DEFICIT

$ 209,298,900

$ 204,632,996

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

OF OPERATIONS

and operating costs

from operation costs

earned on marketable securities held in Trust Account

$ ( 181,695 )

average shares outstanding of Class A ordinary share subject to redemption

and diluted net loss per ordinary share subject to redemption

average shares outstanding of Class B non-redeemable ordinary share

and diluted net loss per ordinary share not subject to redemption

STATEMENT OF OPERATIONS

December 31, 2022

For the Period from

March 8, 2021

December 31, 2021

Formation and operating costs

Administrative expenses from related party

Loss from operation costs

Other income:

Interest earned on marketable securities held in Trust Account

Weighted average shares outstanding of Class A ordinary share subject to redemption

Basic and diluted net loss per ordinary share subject to redemption

Weighted average shares outstanding of Class B non-redeemable ordinary share

Basic and diluted net loss per ordinary share not subject to redemption

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

OF CHANGES IN SHAREHOLDERS’ DEFICIT

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2022

Shareholders’

– January 1, 2022

$ ( 4,442,807 )

$ ( 4,442,224 )

of Class A ordinary shares to redemption value

( 2,999,982 )

( 2,934,116 )

( 5,934,098 )

for extension

( 1,111,964 )

– December 31, 2022 (audited)

$ ( 8,488,887 )

$ ( 8,488,304 )

THE PERIOD FROM MARCH 8, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

1 unchanged sentence

– March 8, 2021 (inception)

of Class B Ordinary Share to Sponsor

Fair value of public warrants issued

Offering costs allocated to public warrants

Private Placement Warrants

Fair value of representative shares

Accretion of Class A Ordinary Share subject to possible

of Class B ordinary shares to Sponsor (1)

value of public warrants issued

costs allocated to public warrants

Placement Warrants

Fair value of representative

of Class A Ordinary Share subject to possible redemption

( 15,222,233 )

1 unchanged sentence

( 19,483,345 )

– December 31, 2021

– December 31, 2021 (audited)

$ ( 4,442,807 )

$ ( 4,442,224 )

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

OF CASH FLOWS

flows from operating activities:

$ ( 4,442,807 )

to reconcile net loss to net cash used in operating activities:

earned on securities held in Trust Account

in operating assets and liabilities:

payable and accrued expenses

cash used in operating activities

flows from investing activities:

of cash in Trust Account

$ ( 4,442,224 )

cash used in investing activities

(1) Effective

on November 18, 2021, the Subscription Agreement was amended and restated to reflect an additional

issuance to Sponsor of 801,833 Founder Share by virtue of the upsize of the offering.

an aggregate of 5,833,083 founder shares of Class B ordinary shares issued and outstanding.

All shares and associated amounts have been retroactively restated to reflect the upsize

of the offering.

accompanying notes are an integral part of these condensed financial statements.

ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

December 31, 2022

For the Period from

March 8, 2021

December 31, 2021

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on securities held in Trust Account

Changes in operating assets and liabilities:

Prepaid insurance

Accrued expenses

Accrued expenses – related party

Net cash used in operating activities

Cash flows from investing activities:

Investment of cash in Trust Account

( 202,998,782

flows from financing activities:

from issuance of Class B ordinary shares to Sponsor

from sale of Units, net of underwriting discount paid

from sale of Private units

of offering costs

from Promissory Note

of Promissory Note

cash provided by financing activities

change in cash

at beginning of period

at end of period

investing and financing activities:

underwriting fee payable

Net cash provided by investing activities

( 202,998,782

Cash flows from financing activities:

Proceeds from issuance of Class B ordinary shares to Sponsor

Proceeds from sale of Units, net of underwriting discount paid

Proceeds from sale of Private units

Payment of offering costs

Proceeds from Promissory Note

Repayment of Promissory Note

Proceeds for extension

Net cash provided by financing activities

Net change in cash

Cash at beginning of period

Cash at end of period

Non-cash investing and financing activities:

Accretion of Class A ordinary shares to redemption value

Deferred underwriting fee payable

accompanying notes are an integral part of these financial statements.

13 unchanged sentences

All activity through December 31, 2022 relates to the Company’s

formation and the initial public offering (the “Initial Public Offering”).

The Company will not generate any operating revenues

until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the

form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

The Company has selected

December 31 as its fiscal year end.

The Company is an early stage and emerging growth company and, as such, the Company is subject to

all of the risks associated with early stage and emerging growth companies.

formation, the initial public offering (the “Initial Public Offering”) and the search for a target business with which to

consummate an initial business combination.

The Company will not generate any operating revenues until after the completion of its initial

Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash

equivalents from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early

stage and emerging growth companies.

Company’s sponsor is InFinT Capital LLC, a United States based sponsor group (the “Sponsor”).

6 unchanged sentences

Each Unit consists of one Class

A ordinary share of the Company and one-half of one warrant, where each whole warrant entitles the holder to purchase one Class A ordinary

The Company granted the underwriter a 45-day option to purchase up to an additional 2,608,680 Units at the Initial Public Offering

price to cover over-allotments, if any.

Simultaneous with the close of the Initial Public Offering, the over-allotment option was exercised

A ordinary share of the Company and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one

Class A ordinary share.

The Company granted the underwriter a 45-day option to purchase up to an additional 2,608,680 Units at the Initial

Public Offering price to cover over-allotments, if any.

Simultaneous with the close of the Initial Public Offering, the over-allotment

option was exercised in full.

Simultaneously

14 unchanged sentences

Combination and (ii) the distribution of the assets held in the Trust Account, as described below.

ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

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

6 unchanged sentences

and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to

be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company

There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the

Initial Public Offering, management has agreed that $ 10.15 (or, if both three-month extensions occur, $ 10.45 ) per Unit sold in the Initial

Public Offering, including the proceeds of the sale of the private placement warrants, will be held in the Trust Account and invested

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185

days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7

of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or

(ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 %

or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for

it not to be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company will

be able to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering, management has agreed that $ 10.15

per Unit sold in the Initial Public Offering,

including the proceeds of the sale of the Private Placement Warrants, will be held in the Trust Account and invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in

any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment

Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution

of the funds in the Trust Account to the Company’s shareholders, as described below.

Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a

13 unchanged sentences

shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially

$ 10.15 (or, if both three-month extensions occur, $ 10.45 ) per share, plus any pro rata interest earned on the funds held in the Trust

Account and not previously released to the Company to pay its tax obligations).

The per-share amount to be distributed to shareholders

who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter.

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or rights.

These ordinary shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public

Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

per share, plus any pro rata interest earned

on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share amount to

be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company

will pay to the underwriter.

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s

warrants or rights.

These ordinary shares will be recorded at a redemption value and classified as temporary equity upon the completion

of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

ACQUISITION CORPORATION

4 unchanged sentences

same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

accordance with the provisions of the Charter and the business combination agreement among the

Company, FINTECH Merger Sub Corp.(“Merger Sub”), and Seamless Group Inc., (“Seamless”), as amended (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.

Business Combination

On February 13,

2023, 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 to August 23, 2023, or such

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

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 (the “Combination Period”).

If the Company

is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public

shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000

of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will

completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation

distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the

Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of

clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all

cases subject to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions with

respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial business

combination before the Extended Date.

Sponsor has agreed (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion

3 unchanged sentences

to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination

or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 12 months from the closing

of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination

or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination by the Extended Date or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company

fails to complete the initial Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months

from the closing of the Initial Public Offering if the Company extends the period of time to consummate a business combination, as described

in more detail in this Annual Report), although they will be entitled to liquidating distributions from the trust account with respect

fails to complete the initial Business Combination by the Extended Date although they will be entitled to liquidating distributions from the Trust Account with respect

to any public shares they hold if the Company fails to complete its initial business combination within the prescribed time frame;

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market and privately-negotiated transactions) in favor of the initial business combination.

Company will have until 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial

Public Offering if it extends the period of time to consummate a business combination, as described in more detail in this Annual Report)

to consummate a Business Combination (the “Combination Period”).

If the Company is unable to complete a Business Combination

within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable

and up to $ 100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption

will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining

shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the

Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements

of applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which

will expire worthless if the Company fails to complete its initial business combination within the 12 month time period (or up to 18

months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a business combination,

as described in more detail in this Annual Report).

Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products

sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce

the amounts in the Trust Account to below $ 10.15 per share (whether or not the underwriter’s over-allotment option is exercised

in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and

except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities,

including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed

waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such

third party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to

claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting

firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving

any right, title, interest or claim of any kind in or to monies held in the Trust Account.

underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company

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TO FINANCIAL STATEMENTS

Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products

sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce

the amounts in the Trust Account to below $ 10.15 (or, if both three-month extensions occur, $ 10.45 ) per share (whether or not the underwriter’s

over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to

seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public

Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the

extent of any liability for such third party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify

the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent

registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements

with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

and Capital Resources

of December 31, 2021, the Company had approximately $ 1,028,183

of cash in its operating account and working capital of approximately

August 3, 2022, INFINT Acquisition Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands

(“ INFINT ”), entered into the Business Combination Agreement with Merger Sub and Seamless (as amended on October 20,

2022, November 29, 2022 and February 20, 2023 and may be further amended, the “ Business Combination Agreement ”).

Business Combination Agreement was unanimously approved by INFINT’s board of directors.

If the Business Combination Agreement is

approved by INFINT’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 (the “ Merger ”), with Seamless surviving the Merger as a wholly owned subsidiary of INFINT (Seamless, as the

surviving entity of the Merger, is referred to herein as “ New Seamless ” and such transactions are referred to collectively

as the “ Proposed Transactions ”).

the Business Combination Agreement, holders of Seamless’ shares (“ Seamless Shareholders ”) are expected to receive

$ 400,000,000 (“ Seamless Value ”) in aggregate consideration in the form of INFINT ordinary shares, par value $ 0.0001

per share (“ New INFINT Ordinary Shares ”), equal to the quotient obtained by dividing (i) the Seamless Value by (ii) $ 10.00 .

Concern, Liquidity and Capital Resources

of December 31, 2022, the Company had approximately $ 271,467 of cash in its operating account and working capital deficit of approximately

$ 2,488,340 .

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liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account.

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.

Over this time period, the Company will

be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates,

performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with

or acquire, and structuring, negotiating and consummating the Business Combination.

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.

The Company will be using these funds for paying existing

accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective

target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating

and consummating the Business Combination.

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.

August 3, 2022, the Company entered into a Business Combination Agreement with Seamless, as discussed above.

The Company intends to

complete the proposed Business Combination before the mandatory liquidation date.

However, there can be no assurance that the

Company will be able to consummate any business combination by required liquidation date.

On February 13, 2023, the Company’s shareholders approved the Extension Proposal.

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.

Management has determined that the mandatory liquidation, should a

business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to

continue as a going concern for the next twelve months from the issuance of these financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents as of December 31, 2021.

Held in Trust Account

of December 31, 2021, the Company had $ 203,000,706 in cash held in the Trust Account.

The Company had no cash equivalents as of December 31, 2022 and 2021.

and Marketable Securities Held in Trust Account

of December 31, 2022 and 2021, the Company had $ 208,932,880 and $ 203,000,706 in cash and marketable securities held in the Trust Account.

Costs associated with the Initial Public Offering

Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin

(“ SAB ”) Topic 5A, “ Expenses of Offering .” Offering costs of $ 582,540

Topic 5A, “ Expenses of Offering .” Offering costs of $ 582,540

consist principally of costs incurred in connection

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Company’s balance sheet.

of December 31, 2021, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

SCHEDULE OF RECONCILIATION OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

Gross proceeds

Company’s redeemable ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has

been codified in ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either

accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the

instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption

value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting

The Company has elected to value immediately as they occur.

The accretion or remeasurement is treated as a deemed dividend (i.e.,

a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

OF RECONCILIATION OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

$ 199,998,800

Proceeds allocated to Public Warrants

allocated to public warrants

( 7,482,088 )

Class A ordinary shares issuance costs

A ordinary shares issuance costs

( 9,351,106 )

Offering costs allocated to public warrants

Accretion of carrying value to initial redemption value

Class A ordinary shares subject to possible redemption

costs allocated to public warrants

of carrying value to initial redemption value

A ordinary shares subject to possible redemption at December 31, 2021

$ 202,998,782

of carrying value to initial redemption value

A ordinary shares subject to possible redemption at December 31, 2022

$ 208,932,880

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

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of, and for the period from March

8, 2021 (inception), through December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December

31, 2021, and for the year ended December 31, 2022, and for the period from March 8, 2021 (inception), through December 31, 2021.

Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from

its position.

is currently no taxation imposed on income by the Government of the Cayman Islands.

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following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

OF BASIC AND DILUTED NET LOSS PER ORDINARY SHARE

the period from

8, 2021 (inception) to

OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES

the year ended

December 31, 2022

the period from March 8, 2021 (inception) to

December 31, 2021

and diluted net loss per ordinary share

$ ( 860,883 )

$ ( 251,081 )

$ ( 118,978 )

and diluted weighted average common shares

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which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

At December 31, 2021, the Company had not experienced

losses on this account and management believes the Company is not exposed to significant risks on such account.

At December 31, 2022 and December 31, 2021, the Company

had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

value of financial instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to

their short-term nature.

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB (as defined below) ASC

820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying

balance sheet, primarily due to their short-term nature.

issued accounting pronouncements

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additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the converted method for all convertible

ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 and should be applied on a full or modified

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periods within those fiscal years.

The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial

position, results of operations or cash flows.

The Company adopted ASU 2020-06 and there was no impact to the Company’s financial position,

results of operations or cash flows as a result of this adoption.

INITIAL PUBLIC OFFERING

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Simultaneously

with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 warrants (the “Private

Placement Warrants”) to the Sponsor, at a price of $ 1.00 per Private Placement Warrant, generating total gross proceeds of $ 7,796,842

(the “Private Placement”).

with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 Private Placement Warrants to the Sponsor, at a price of $ 1.00

per Private Placement Warrant, generating total gross proceeds of $ 7,796,842 .

proceeds from the sale of the Private Placement Warrants have been added to the net proceeds from the Initial Public Offering held in

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RELATED PARTY TRANSACTIONS

the end of December 31, 2021, the Company has issued an aggregate of 5,833,083

Class B ordinary shares to the Sponsor for an

aggregate purchase price of $ 25,100

Our Sponsor transferred 99,999

founder shares to EF Hutton as representative

shares (the representative shares are deemed to be underwriter’s compensation by FINRA pursuant to Rule 5110 of the FINRA Manual).

The initial shareholders collectively own 22.58 %

of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase

any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities).

December 31, 2022 and 2021, the Company has issued an aggregate of 5,833,083 Class B ordinary shares to the Sponsor for an aggregate

purchase price of $ 25,100 in cash.

Our Sponsor transferred 69,999 Class B ordinary shares to EF Hutton and 30,000 Class B ordinary shares

to JonesTrading as representative shares (the representative shares are deemed to be underwriter’s compensation by the Financial Industry Regulatory Authority (the “FINRA”) pursuant

to Rule 5110 of the FINRA Manual).

The initial shareholders collectively own 22.58 % of the Company’s issued and outstanding shares

after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering

and excluding the placement units and underlying securities).

initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary share (except to certain permitted transferees)

any of the Class B ordinary shares (or the Class A ordinary shares into which they be converted) until, the earlier of (i) six months

any of the Class B ordinary shares (or the Class A ordinary shares into which they be converted) until, the earlier of (i) nine months

after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s Class

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Note – Related Party

April 20, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate

principal amount of up to $ 400,000 , to be used for payment of costs related to the Initial Public Offering.

The note is interest bearing

( 0.01 % annual rate) and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering.

amounts will be repaid upon completion of the Initial Public Offering out of the $ 696,875 of offering proceeds that has been allocated

for the payment of offering expenses.

The Company borrowed $ 338,038 (included interest) under the promissory note, and fully repaid the

Note in full on December 10, 2021.

There were no amounts outstanding at December 31, 2021 related to this note.

April 20, 2021, the Sponsor issued an unsecured promissory note (the “Promissory Note”) to the Company, pursuant to

which the Company may borrow up to an aggregate principal amount of up to $ 400,000 ,

to be used for payment of costs related to the Initial Public Offering.

The note was interest bearing ( 0.01 %

annual rate) and was payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering.

amounts were repaid upon completion of the Initial Public Offering out of the $ 696,875

of offering proceeds that has been allocated for the payment of offering expenses.

The Company borrowed $ 338,038

(included interest) under the Promissory Note, and fully repaid the Note in full on December

As of December 31, 2022 and 2021, there was no

outstanding balance under the Promissory Note.

Administrative

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The Company has agreed to pay the Sponsor $ 10,000 per month for these services.

During the period from March 8, 2021 (inception) through

December 31, 2021, the Company incurred $ 10,000 in expenses for these services.

For the year ended December 31, 2022, the Company incurred

$ 120,000 in expenses for these services.

I n addition, the Company reimbursed such affiliate of

the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 167,618 .

For the period from March 8, 2021 (inception)

through December 31, 2021, the Company incurred $ 10,000 in expenses for these services.

addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount

of $ 26,403 .

Party Loans and Costs

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

Company will have until 12 months from the closing of the Initial Public Offering to consummate its initial business combination.

if the Company anticipates that it may not be able to consummate the Company’s initial business combination within 12 months, the

Company may, by resolution of the Company’s board if requested by its 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 the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available

for the Company to consummate its initial business combination, the 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 the Company’s initial business combination.

If the Company completes its initial business combination, the

Company would repay such loaned amounts.

In the event that the Company’s initial business combination does not close, the Company

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

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

the Company’s initial shareholders contains a provision pursuant to which its 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 the Company does not complete a business combination.

the event that the Company receives notice from its Sponsor five days prior to the applicable deadline of its wish for us to effect an

extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline.

In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had

been timely deposited.

The Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for

the Company to complete its initial business combination.

If the Company chooses to extend the period of time to consummate a business

combination as set forth herein, the shareholders will not have the ability to vote or redeem their shares in connection with either

of the three-month extensions.

However, if the Company seeks 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 borrowed any amounts from Working Capital Loans.

On As of December 31, 2022 and

2021, the Company has not borrowed any amounts from Working Capital Loans.

ACQUISITION CORPORATION

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subject to the terms of the underwriting agreement.

Support Agreement

with the execution of the Business Combination Agreement, INFINT, 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 Transactions, (c)

not transfer their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at or prior to Closing.

Support Agreement

with the execution of the Business Combination Agreement, Sponsor, INFINT 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

Memorandum and Articles of Association.

the Closing, INFINT 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 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

INFINT consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third

party that results in all of INFINT’s shareholders having the right to exchange their INFINT Shares for cash, securities, or other

of First Refusal

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At December 31,

2021, there were no preferred shares issued or outstanding.

A Ordinary share — The Company is authorized to issue 500,000,000

Class A ordinary shares with a par value of $ 0.0001

Holders of the Company’s Class

A ordinary shares are entitled to one vote for each share.

At December 31, 2021, there were no

Class A ordinary shares issued and outstanding

(excluding the 19,999,880

shares subject to redemption).

B Ordinary share — The Company is authorized to issue 50,000,000

Class B ordinary shares with a par value of $ 0.0001

of the Company’s Class B ordinary shares are entitled to one vote for each share.

December 31, 2021, there were 5,833,083

Class B ordinary shares issued and outstanding.

The Sponsor transferred 99,999 founder shares to EF Hutton as representative shares.

Hence, as of December 31, 2021, 5,733,084

of Class B ordinary shares were held by the Sponsor

of such shares were held by the representatives as representative shares.

The initial shareholders own 22.58 %

of the issued and outstanding shares after the Initial Public Offering, assuming the initial shareholders do not purchase any Public

Shares in the Initial Public Offering.

Class B ordinary share will automatically convert into Class A ordinary share at the time of the

Company’s initial business combination on a one-for-one basis.

2022 and 2021, there were no preferred shares issued or outstanding.

A Ordinary share — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.

At December 31, 2022 and 2021,

there were no Class A ordinary shares issued and outstanding (excluding the 19,999,880 shares subject to redemption).

B Ordinary share — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001

Holders of the Company’s Class B ordinary shares are entitled to one vote for each share.

At December 31, 2022 and December

31, 2021, there were 5,833,083 Class B ordinary shares issued and outstanding.

The Sponsor transferred 69,999 Class B Ordinary shares

to EF Hutton and 30,000 Class B ordinary shares to JonesTrading as representative shares.

Hence, as of December 31, 2022 and 2021, 5,733,084

of Class B ordinary shares were held by the Sponsor and 99,999 of such shares were held by the representatives as representative shares.

The initial shareholders own 22.58 % of the issued and outstanding shares after the Initial Public Offering, assuming the initial shareholders

do not purchase any Public Shares in the Initial Public Offering.

Class B ordinary share will automatically convert into Class A ordinary

share at the time of the Company’s initial business combination on a one-for-one basis.

— The Public Warrants will become exercisable on the later of 30 days after the consummation of a Business Combination and

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at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant

, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants.

if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

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the warrants may expire worthless.

ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

addition, if (x) the Company issues additional Class A ordinary share or equity-linked securities in connection with the closing of a

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exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial business

December 31, 2021, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private Warrants outstanding.

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

specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment

considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant

to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments

are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments

are outstanding.

Management has concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify

for equity accounting treatment.

December 31, 2022 and 2021, there were 9,999,940

Public Warrants outstanding and 7,796,842

warrants (each, a “Private Warrant” and collectively, the “Private Warrants”) outstanding.

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

instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC

The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the

definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification

under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument

holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among

other conditions for equity classification.

This assessment, which requires the use of professional judgment, was conducted at the

time of warrant issuance and as of each subsequent period end date while the instruments are outstanding.

Management has concluded

that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting

INITIAL BUSINESS COMBINATION

August 3, 2022, INFINT entered into the Business Combination Agreement with Merger Sub and Seamless.

The Business Combination Agreement

was unanimously approved by INFINT’s board of directors.

If the Business Combination Agreement is approved by INFINT’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 INFINT.

Consideration

the Business Combination Agreement, Seamless Shareholders are expected to receive Seamless Value in aggregate consideration in the form

of New INFINT Ordinary Shares, equal to the quotient obtained by dividing (i) the Seamless Value by (ii) $ 10.00 .

ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

the effective time, by virtue of the Merger:

shares of Seamless issued and outstanding immediately prior to the effective time will be cancelled and converted into the right

to receive, in accordance with the terms of the Business Combination Agreement and the Payment Spreadsheet, the number of New INFINT Ordinary Shares set forth in the Payment Spreadsheet;

options that are outstanding immediately prior to the effective time, whether vested or unvested, will be converted into the Exchanged

Options in accordance with the terms of the Company Equity Plan, the Business

Combination Agreement and the Payment Spreadsheet.

Following the effective time, the Exchanged Options will continue to be governed

by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Seamless

option(s) immediately prior to the effective time.

RSUs that are outstanding immediately prior to the effective time will be converted into the Exchanged RSUs in accordance

with the terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet.

Following the effective

time, the Exchanged RSUs will continue to be governed by the same terms and conditions (including vesting and exercisability terms)

as were applicable to the corresponding former Seamless RSUs immediately prior to the effective time.

Statement/Prospectus and INFINT Shareholder Meeting

and Seamless filed with the SEC a Registration Statement on Form S-4 on September 30, 2022, as amended on December 1, 2022 and February 13, 2023, which

included a proxy statement/prospectus that will be used as a proxy statement to be used in connection with the special meeting of

the INFINT shareholders to be held to consider approval and adoption of (i) the Business Combination Agreement and the transactions contemplated therein, (ii) the issuance of New INFINT Ordinary Shares as contemplated by the Business Combination Agreement, (iii) the INFINT Second Amended and Restated

Memorandum and Articles and (iv) any other proposals the parties deem necessary or desirable to effectuate the transactions contemplated

by the Business Combination Agreement.

SUBSEQUENT EVENTS

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transactions that occurred up to the date the audited financial statements were issued.

Based upon this review, the Company did not

identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Based upon this review, the Company did not identify

any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

February 13, 2023, the Company held the Extraordinary General Meeting.

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.

accordance with the provisions of the Business Combination Agreement, as amended, additional fund 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.

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

ACQUISITION CORP

ACQUISITION CORPORATION

March 21, 2023

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Financial Officer

Financial Officer and Accounting Officer)

Financial and Accounting Officer)

Michael Moradzadeh

1 unchanged sentence

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 9A. Controls and Procedures