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Item 1. Financial Statements

2023-05-11 compared with 2022-11-09 · 435 added, 524 removed, 361 unchanged (73% of the section changed)

3 unchanged sentences

Current Assets

Prepaid expenses

Total Current Assets

and marketable securities held in trust account

Cash and marketable securities held in Trust Account

$ 101,975,733

$ 209,298,900

LIABILITIES AND SHAREHOLDERS’

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current Liabilities

Accrued expenses

to related parties

Accrued expenses – related party

Total current liabilities

underwriter fee payable

Commitments and Contingencies

Class A ordinary shares

subject to possible redemption;

19,999,880 shares at redemption value

Deferred underwriter fee payable

TOTAL LIABILITIES

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption;

9,584,428 and 19,999,880 shares at redemption value, respectively

Shareholders’ Deficit

Preferred shares, $ 0.0001

Preferred shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares,

$ 0.0001 par value;

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued and outstanding (excluding the 19,999,880 shares subject to redemption)

Class B ordinary shares,

$ 0.0001 par value;

issued and outstanding (excluding the 9,584,428 and 19,999,880 shares subject to redemption as of March 31, 2023 and December 31,

2022, respectively)

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

5,833,083 issued and outstanding

Ordinary Shares

Additional paid-in capital

Accumulated deficit

( 9,121,807 )

( 8,488,887 )

Shareholders’ Deficit

Total Shareholders’ Deficit

( 9,121,224 )

( 8,488,304 )

LIABILITIES AND SHAREHOLDERS’ DEFICIT

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$ 101,975,733

$ 209,298,900

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

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

the Three Months Ended September 30,

the Nine months Ended September 30,

the Period from March 8, 2021 (Inception) to

and operating costs

STATEMENT OF OPERATIONS (UNAUDITED)

Three Months Ended

Formation and operating costs

Administrative expenses from related party

Loss from operation costs

( 1,118,431 )

( 2,859,058 )

Other income:

Interest earned on marketable

securities held in Trust Account

$ ( 202,169 )

Interest earned on marketable securities held in Trust Account

Net Income (Loss)

$ ( 462,567 )

Weighted average shares

outstanding of Class A ordinary share subject to redemption

and diluted net loss per ordinary share subject to redemption

Weighted average shares

outstanding of Class B non-redeemable ordinary share (1)

Weighted average shares

outstanding of Class B non-redeemable ordinary share

and diluted net loss per ordinary share not subject to redemption

September 30, 2021, an aggregate of 5,072,246

founder shares (excluded 760,837

Class B ordinary shares subject to forfeiture to the extent that the underwriter’s over-allotment is not exercised in full or

in part) issued and outstanding.

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

additional issuance to Sponsor (as defined below) of 801,833

Founder Share by virtue of the upsize of the offering.

Hence, 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.

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

Basic and diluted net income (loss) per ordinary share subject to redemption

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

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

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED)

THE THREE MONTHS ENDED MARCH 31, 2023

Shareholders’

Balance – January 1, 2022

– December 31, 2022 (audited)

$ ( 8,488,887 )

$ ( 8,488,304 )

Accretion of Class A ordinary shares to redemption

of Class B ordinary shares to Sponsor

Issuance of class B ordinary share to sponsor, shares

Balance – March 31, 2022 (unaudited)

of Class A ordinary shares to redemption value

( 1,631,158 )

( 2,211,158 )

Accretion of Class A ordinary shares to redemption

Balance – June 30, 2022 (unaudited)

for extension

– March 31, 2023 (unaudited)

$ ( 9,121,807 )

$ ( 9,121,224 )

Accretion of Class A ordinary shares to redemption

Balance – September

30, 2022 (unaudited)

$ ( 9,121,807 )

$ ( 9,121,224 )

THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND

THE PERIOD FROM MARCH 8, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

THE THREE MONTHS ENDED MARCH 31, 2022

Shareholders’

– March 8, 2021 (inception)

– December 31, 2021 (audited)

$ ( 4,442,807 )

$ ( 4,442,224 )

$ ( 4,442,807 )

$ ( 4,442,224 )

income (loss)

– March 31, 2022(unaudited)

of Class B ordinary shares to Sponsor (1)

of Class B ordinary shares to Sponsor

– June 30, 2021 (unaudited)

– September 30, 2021 (unaudited)

(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.

$ ( 4,905,374 )

$ ( 4,904,791 )

$ ( 4,905,374 )

$ ( 4,904,791 )

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

ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

March 8, 2021

Cash flows from operating

STATEMENT OF CASH FLOWS (UNAUDITED)

Three Months Ended

Cash flows from operating activities:

Net income (loss)

$ ( 462,567 )

Adjustments to reconcile net loss to net cash

used in operating activities:

Interest earned on securities held in Trust

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

Interest earned on securities held in Trust Account

( 1,631,158 )

Interest due to Sponsor on Promissory Note (as defined below)

Changes in operating assets and liabilities:

Prepaid insurance

Operating expenses paid by the Sponsor

Accrued expenses

cash used in operating activities

Cash flows from financing

Proceeds from issuance of Class B ordinary

shares to Sponsor

Due to related parties

cash provided by financing activities

Accrued expenses – related party

Net cash used in operating activities

Cash flows from investing activities:

Investment of cash in Trust Account

Net cash used in investing activities

Cash flows from financing activities:

Contribution for extension

Net cash provided by financing activities

Net change in cash

1 unchanged sentence

Cash at end of period

Non-cash investing and financing

Accretion of Class A

ordinary shares to redemption value

Deferred offering costs

paid by Promissory Note- related party

Accrued deferred offering

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

Non-cash investing and financing activities:

Accretion of Class A ordinary shares to redemption value

Deferred underwriting fee payable

Redemption of Class A ordinary shares

$ 109,309,854

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

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with one or more businesses or entities (“Business Combination”).

Although the Company is not limited to a particular industry

or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in financial technology

sections, generally headquartered in North America, Asia, Latin America, Europe and Israel, provided, however, that it has no intention

of conducting its principal operations in, or acquiring any business that is based in, or which does business in, China or Hong Kong

or which uses, or may use, a variable interest entity structure to conduct China-based operations.

September 30, 2022, the Company had not yet commenced any operations.

All activity through September 30, 2022 relates to the Company’s

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.

March 31, 2023, the Company had not yet commenced any operations.

All activity through March 31, 2023 relates to the Company’s

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”).

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Upon the closing of the Initial Public Offering, management has agreed

(or, if both three-month sponsor deposit 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 in U.S.

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:

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.

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:

consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s

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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 sponsor deposit 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.

(initially $ 10.15 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

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

Sponsor has agreed (i) waive their redemption rights with respect to their

founder shares and public shares in connection with the completion of the Business Combination;

(ii) waive their redemption rights with

respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association (A) 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 Initial Public Offering or (B) with respect to any other material

provisions relating to shareholders’ rights or pre-initial Business Combination activity;

(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 Quarterly Report), 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;

and (iv) vote any founder shares held by them and any public

shares purchased during or after the Initial Public Offering (including in open 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 Quarterly 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 Quarterly Report).

August 3, 2022, the Company entered into a Business Combination Agreement with FINTECH Merger Sub Corp., an exempted company limited

by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub”),

and Seamless Group Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Seamless”)

(as may be amended and restated from time to time, the “Business Combination Agreement”).

The Business Combination Agreement

was unanimously approved by the Company’s board of directors.

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

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

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

with Seamless surviving the Merger as a wholly owned subsidiary of the Company (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

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 $400,00,000 divided by (b) $ 10.00 .

accordance with the provisions of the Charter and the Business Combination Agreement, Seamless deposited additional funds in the amount

of $ 2,999,982 to the Company’s Trust Account on November 22, 2022 to automatically extend the date by which the Company must consummate

an initial business combination from November 23, 2022 to February 23, 2023.

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”).

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 (the “Combination Period”).

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.

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.

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

to the Trust Account on February 21, 2023, and the required contributions will continue to be deposited on or before the 23rd day of

each subsequent calendar month into the Trust Account until August 23, 2023 or such earlier date that the board determines to liquidate

INFINT or the date an initial business combination is completed.

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

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

of the Business Combination;

(ii) waive their redemption rights with respect to their founder shares and Public Shares in connection

with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A)

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 by the Extended Date or (B)

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

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 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

and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including

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

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

4 unchanged sentences

per Unit ($ 10.15 ).

ACQUISITION CORPORATION

TO CONDENSED 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 sponsor deposit 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.

August 3, 2022, the Company entered into a Business Combination Agreement

with FINTECH Merger Sub Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly-owned

subsidiary of the Company (“Merger Sub”), and Seamless Group Inc., an exempted company limited by shares incorporated under

the laws of the Cayman Islands (“Seamless”) (as may be amended and restated from time to time, the “Business Combination

The Business Combination Agreement was unanimously approved by the Company’s board

of directors.

If the Business Combination Agreement is approved by the Company’s shareholders (and the other closing conditions

are satisfied or waived in accordance with the Business Combination Agreement), and the transactions contemplated by the Business Combination

Agreement are consummated, Merger Sub will merge with and into Seamless (the “Merger”), with Seamless surviving the Merger

as a wholly owned subsidiary of the Company (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

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 $400,00,000 divided by (b) $ 10.00 .

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 (as defined in the Business

Combination Agreement), 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 options

to purchase New INFINT Ordinary Shares (such options, the “ Exchanged Options ”) in accordance with the terms of

the Company Equity Plan (as defined in the Business Combination Agreement), 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.

Seamless restricted stock unit awards (“RSUs”) that are outstanding immediately prior to the effective time will be converted

into restricted stock unit awards to purchase New INFINT Ordinary Shares (such restricted stock unit awards, 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

The Company and Seamless have prepared and filed with the SEC a Registration

Statement on Form S-4 on September 30, 2022, 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 Company’s shareholders to be held to consider approval and adoption of (i) the

Business Combination Agreement and the transactions contemplated therein (“INFINT Shareholder Meeting”), (ii) the issuance

of New INFINT Ordinary Shares as contemplated by the Business Combination Agreement, (iii) the Company’s 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.

In connection with

entering into the Business Combination Agreement, the Company has also entered into the Sponsor Support Agreement and the

Shareholder Support Agreement.

See Note 5 below.

The Business Combination Agreement contains

customary representations and warranties, covenants and closing conditions, including, but not limited to, approval by the

Company’s shareholders of the Business Combination Agreement and the Proposed Transaction.

The terms of the Business

Combination Agreement and other related ancillary agreements entered into or to be entered into in connection with the closing of

the Proposed Transaction, including those briefly described below, are summarized in more detail in the Company’s Form 8-K

filed with the SEC on August 9, 2022.

Concern, Liquidity and Capital Resources

of September 30, 2022, the Company had approximately $ 551,858 of cash in its operating account and working capital deficit of approximately

of March 31, 2023, the Company had approximately $ 141,549 of cash in its operating account and working capital deficit of approximately

$ 3,121,260 .

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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.

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

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

8 unchanged sentences

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

However, there can be no assurance that the Company will be able to consummate any Business Combination by November 23, 2022.

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.

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.

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.

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

35 unchanged sentences

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 September 30, 2022 and December 31, 2021.

The Company had no cash equivalents as of March 31, 2023 and December 31, 2022.

and Marketable Securities Held in Trust Account

of September 30, 2022, and December 31, 2021, the Company had $ 204,211,529 and $ 203,000,706 in cash and marketable securities held in

the Trust Account.

of March 31, 2023, and December 31, 2022, the Company had $ 101,834,184 and $ 208,932,880 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 (“FASB”) ASC 340-10-S99-1 and SEC Staff

Accounting Bulletin (“ SAB ”) Topic 5A, “ Expenses

of Offering .” Offering costs of $ 582,540

consist principally of costs incurred in connection

with formation of the Company and preparation for the Initial Public Offering and fair value of Representative Shares of $ 268,617 .

These costs, together with the underwriter discount of $ 8,499,949

and fair value of the representation shares were

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

of costs incurred in connection with formation of the Company and preparation for the Initial Public Offering and fair value of Representative

Shares of $ 268,617 .

These costs, together with the underwriter discount of $ 8,499,949 and fair value of the representation shares were

charged to additional paid-in capital upon completion of the Initial Public Offering.

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Liabilities from Equity” (“ASC 480”).

Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured

at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s

Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control

and subject to the occurrence of uncertain future events.

Accordingly, at September 30, 2022, the Class A ordinary shares subject to

possible redemption in the amount of $ 204,211,529

are presented as temporary equity, outside of

the shareholders’ equity section of the Company’s balance sheet.

Ordinary shares subject to mandatory redemption are classified as a liability

instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’

The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside

of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at March 31, 2023, the Class A

ordinary shares subject to possible redemption in the amount of $ 101,834,184 are presented as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

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

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

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

amounts 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

$ 199,998,800

Proceeds allocated to Public

Warrants (as defined below)

OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

Class A ordinary shares subject to possible redemption at January 1, 2022

$ 202,998,782

Class A ordinary shares

issuance costs

Accretion of carrying value to initial redemption value

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

$ 208,932,880

Offering costs allocated

to Public Warrants (as defined below)

of carrying value to initial redemption value

Class A ordinary shares

subject to possible redemption at December 31, 2021

Accretion of carrying value to initial redemption value

Redemption of Class A ordinary shares

$ ( 109,309,854 )

of carrying value to initial redemption value

A ordinary shares subject to possible redemption at September 30, 2022

Class A ordinary shares subject to possible redemption at March 31, 2023

$ 101,834,184

Company accounts for warrants as either equity-classified or liability-classified

instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815,

“Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants are freestanding financial

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

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other

conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant

issuance and as of each subsequent reporting period end date while the warrants are outstanding.

All of the Company’s warrants have

met the criteria for equity treatment.

Company complies with the accounting and reporting requirements of ASC

740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting

for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases

of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to

the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce

deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

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

specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability

pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether

the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification.

This assessment,

which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period

end date while the warrants are outstanding.

All of the Company’s warrants have met the criteria for equity treatment.

Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which

requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities

are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable

or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect

taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be

sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’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 September 30, 2022 and December

31, 2021, and for the three months ended September 30, 2022, and for the period from March 8, 2021 (inception), through September 30,

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 March 31, 2023 and December

31, 2022, and for the three months ended March 31, 2022.

The 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.

6 unchanged sentences

TO CONDENSED FINANCIAL STATEMENTS

loss per ordinary share

Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company applies

the two-class method in calculating earnings per share.

income (loss) per ordinary share

Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company applies the two-class

method in calculating earnings per share.

Earnings and losses are shared pro rata between the two classes of shares.

loss per share is computed by dividing net loss by the weighted average number of ordinary share outstanding during the period, excluding

Net income (loss)

per share is computed by dividing net income (loss) by the weighted average number of ordinary share outstanding during the period, excluding

ordinary share subject to forfeiture.

At September 30, 2022, the Company did not have any dilutive securities and other contracts that

could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company.

As a result, diluted

loss per share is the same as basic loss per share for the periods presented.

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

SCHEDULE OF BASIC AND DILUTED NET LOSS PER ORDINARY SHARE

the three months ended

September 30, 2022

the nine months ended

September 30, 2022

Basic and diluted net loss

per ordinary share

Allocation of net loss

$ ( 156,519 )

At March 31, 2023, the Company did not have any dilutive securities and other contracts that could,

potentially, be exercised or converted into ordinary share and then share in the earnings of the Company.

As a result, diluted income

(loss) per share is the same as basic income (loss) per share for the periods presented.

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

OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES

For the three months ended

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

$ ( 358,119 )

$ ( 104,448 )

Basic and diluted weighted average common

Basic and diluted net

loss per ordinary share

Basic and diluted weighted average common shares

Basic and diluted net income (loss) per ordinary share

Concentration

2 unchanged sentences

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

At September 30, 2022 and December 31, 2021, the Company

At March 31, 2023 and December 31, 2022, the Company

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

4 unchanged sentences

issued accounting pronouncements

for the below, management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted,

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted,

would have a material effect on the Company’s financial statements.

August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06,

Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity

(Subtopic 815-40) (“ASU 2020-06”) to simplify certain financial instruments.

ASU 2020-06 eliminates the current models that

require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope

exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces

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 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

retrospective basis.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim

periods within those fiscal years.

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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PRIVATE PLACEMENT

Simultaneously 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 .

Simultaneously

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

6 unchanged sentences

RELATED PARTY TRANSACTIONS

September 30, 2022 and December 31, 2021, the Company 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 (“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) or 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 A ordinary shares equals or exceeds $ 12.00

per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 -trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business

Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in

all of the Company’s shareholders having the right to exchange their ordinary share for cash, securities or other

Note – Related Party

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 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.

March 31, 2023 and December 31, 2022, the Company 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 (“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)

or 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

A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)

for any 20 -trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business

Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all

of the Company’s shareholders having the right to exchange their ordinary share for cash, securities or other property.

Promissory Note – Related Party

April 20, 2021, the Sponsor issued an unsecured promissory note (the “IPO 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.

These 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

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

As of September 30, 2022 and December 31, 2021, there was no

outstanding balance under the Promissory Note.

(including interest) under the Promissory Note, and fully repaid the IPO Promissory Note in full on December 10, 2021 .

of March 31, 2023 and December 31, 2022, there was no outstanding balance under the IPO Promissory Note.

Administrative

4 unchanged sentences

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

For the nine months ended September 30, 2022, the Company

For the three months ended March 31, 2023, the Company

incurred $ 30,000 in expenses for these services.

1 unchanged sentence

of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 24,970 .

For the three months ended September

For the three months ended March 31,

2022, the Company incurred $ 30,000 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 $ 44,621 .

the three months ended September 30, 2021 and for the period from March 8, 2021 (inception) through September 30, 2021, the Company incurred

none in expenses for these services.

to Related Party

Sponsor paid Form S-4 filing fee to SEC and other operation costs on behalf of the Company which was recorded as due to related party

in the amount $ 46,867 as of September 30, 2022.

As of December 31, 2021, there was nil due to related party.

I n addition, the Company

reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 21,460 .

Party Loans and Costs

9 unchanged sentences

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.

However, 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 of directors

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.

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.

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.

the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely

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

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 September 30, 2022 and December 31, 2021, the Company

has not borrowed any amounts from the Working Capital Loans.

of March 31, 2023 and December 31, 2022, the Company has not borrowed any amounts from the Working Capital Loans.

ACQUISITION CORPORATION

1 unchanged sentence

Representative

November 23, 2021, the Company assigned 99,999

shares of Class B ordinary share to the representative

for nominal consideration (the “Representative Shares”).

The Company estimated the fair value of Representative Shares to

be $ 268,617 ,

which is 2.87 %

of total offering cost of $ 9,351,106 .

November 23, 2021, the Company assigned 99,999 shares of Class B ordinary share to the representative for nominal consideration (the

“Representative Shares”).

The Company estimated the fair value of Representative Shares to be $ 268,617 , which is 2.87 % of

total offering cost of $ 9,351,106 .

The Company recognized the estimated fair value as part of offering costs.

of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination.

In addition, the holders have agreed (i) to waive their redemption rights with respect

to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions

from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The holders of the Representative

Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination.

In addition, the holders

have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination

and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to

complete a Business Combination within the Combination Period.

Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately

8 unchanged sentences

COMMITMENTS AND CONTINGENCIES

holders of the insider shares, as well as the holders of the Private Placement Warrants

(and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, will be entitled to registration

rights pursuant to an agreement to be signed prior to or on the effective date of Initial Public Offering.

holders of the insider shares, as well as the holders of the Private Placement Warrants (and underlying securities) and any securities

issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be

signed prior to or on the effective date of Initial Public Offering.

The holders of a majority of these securities are entitled to make

up to three demands that the Company register such securities.

Notwithstanding anything to the contrary, the underwriter (and/or its

designees) may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date

of the Initial Public Offering.

The holders of the majority of the insider shares can elect to exercise these registration rights at

any time commencing three months prior to the date on which these ordinary share are to be released from escrow.

The holders of a majority

of these securities are entitled to make up to three demands that the Company register such securities.

Notwithstanding anything to the

contrary, the underwriter (and/or its designees) may only make a demand registration (i) on one occasion and (ii) during the five year

period beginning on the effective date of the Initial Public Offering.

The holders of the majority of the insider shares can elect to

exercise these registration rights at any time commencing three months prior to the date on which these ordinary share are to be released

The holders of a majority of the Private Placement Warrants (and underlying securities) and securities issued in payment

of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates

a Business Combination.

In addition, the holders have certain “piggy-back” registration rights with respect to registration

statements filed subsequent to the consummation of a Business Combination.

Notwithstanding anything to the contrary, the underwriter

(and/or its designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the

effective date of the Initial Public Offering.

The Company will bear the expenses incurred in connection with the filing of any such

registration statements.

Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriter and/or its designees may only

make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration

statement relating to the Initial Public Offering, and the underwriter and/or its designees may participate in a “piggy-back”

registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial

Public Offering.

of the Private Placement Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying

securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination.

the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the

consummation of a Business Combination.

Notwithstanding anything to the contrary, the underwriter (and/or its designees) may participate

in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Notwithstanding anything

to the contrary, under FINRA Rule 5110, the underwriter and/or its designees may only make a demand registration (i) on one occasion

and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering,

and the underwriter and/or its designees may participate in a “piggy-back” registration only during the seven-year period

beginning on the effective date of the registration statement relating to the Initial Public Offering.

Company purchased the 2,608,680 units to cover over-allotments at the Initial Public Offering price.

underwriter received a cash underwriting discount of (i) one and one-quarter percent ( 1.25 %)

of the gross proceeds of the Initial Public Offering, or $ 2,499,985 ,

and (ii) one half of a percent ( 0.5 %)

in the form of Representative Shares.

In addition, the underwriter is entitled to a deferred fee of three percent ( 3.00 %)

of the gross proceeds of the Initial Public Offering, or $ 5,999,964 , upon closing of the Business Combination (the “Underwriting Agreement”).

The deferred fee will be paid in cash upon the

closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the Underwriting

underwriter received a cash underwriting discount of (i) one and one-quarter percent ( 1.25 %) of the gross proceeds of the Initial Public

Offering, or $ 2,499,985 , and (ii) one half of a percent ( 0.5 %) in the form of Representative Shares.

In addition, the underwriter is

entitled to a deferred fee of three percent ( 3.00 %) of the gross proceeds of the Initial Public Offering, or $ 5,999,964 , upon closing

of the Business Combination (the “Underwriting Agreement”).

The deferred fee will be paid in cash upon the closing of a Business

Combination from the amounts held in the Trust Account, subject to the terms of the Underwriting Agreement.

Support Agreement

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

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

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

Transactions and all other matters or resolutions that could reasonably be expected to facilitate the Proposed Transactions, (b) waive

any dissenters’ rights in connection with the Proposed Transactions, (c) not transfer their respective Seamless shares and (d) terminate

the Seamless’ shareholders’ agreement at or prior to Closing.

with the execution of the Business Combination Agreement, the Company, Seamless Shareholders and Seamless entered into the Shareholder

Support Agreement, pursuant to which, among other things, such Seamless Shareholders party thereto agreed to (a) vote their Seamless

shares in support and favor of the Business Combination Agreement, the Proposed Transactions and all other matters or resolutions that

could reasonably be expected to facilitate the Proposed Transactions, (b) waive any dissenters’ rights in connection with the Proposed

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

or prior to Closing.

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

Support Agreement

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

the Company and Seamless had entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to

(a) vote at the INFINT 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

Registration Rights Agreement

At the Closing, the Company and certain

Seamless Shareholders and the Company’s shareholders party thereto (such shareholders, the “ Holders ”) will enter

into the Registration Rights Agreement, pursuant to which, among other things, the Company will be obligated to file a registration statement

to register the resale of certain New INFINT Ordinary Shares held by the Holders.

The Registration Rights Agreement will also provide

the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

the Closing, the Company will enter into individual Lock-Up Agreements with

each of certain Seamless Shareholders (each, a “Locked-Up Shareholder”) pursuant to which, among other things, 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 the Company consummates a liquidation, merger, capital stock exchange, reorganization,

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

to exchange their shares for cash, securities, or other

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

Agreement, pursuant to which, among other things, the Sponsor agreed to (a) vote at the INFINT 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.

Rights Agreement

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

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

be obligated to file a registration statement to register the resale of certain New INFINT Ordinary Shares held by the Holders.

The Registration

Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and

customary conditions.

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

Shareholder”) pursuant to which, among other things, 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 the Company

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

that results in all of the Company’s shareholders having the right to exchange their shares for cash, securities, or other property.

of First Refusal

11 unchanged sentences

TO CONDENSED FINANCIAL STATEMENTS

SHAREHOLDER’S EQUITY

SHAREHOLDERS’ DEFICIT

Shares — The Company is authorized to issue 5,000,000 preferred shares with a par value of $ 0.0001 per share with such

designation, rights and preferences as may be determined from time to time by the Company’s board of directors.

At September 30,

At March 31, 2023

and December 31, 2022, 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

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 September 30, 2022 and December

31, 2021, there were no Class A ordinary shares issued and outstanding (excluding the 19,999,880 shares subject to redemption).

At March 31, 2023 and

December 31, 2022, there were no Class A ordinary shares issued and outstanding (excluding the 9,584,428 shares subject to

redemption as of March 31, 2023).

B Ordinary share — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of

$ 0.0001 per share.

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

At September 30, 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 September 30, 2022 and

December 31, 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.

At March 31, 2023

and December 31, 2022, 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 March 31,

2023 and December 31, 2022, 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.

As of March 31,

2022, the initial shareholders own 37.8 % of the issued and outstanding shares.

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

42 unchanged sentences

price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price .

Private Placement Warrants, as well as up to 1,500,000

warrants underlying additional Private Placement Warrants the Company issues to the Sponsor, officers, directors, initial

Shareholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants

underlying the Units being offered in the Initial Public Offering.

Pursuant to the agreement that the Company has entered into with

the holders of the Private Placement Warrants, the Private Placement Warrants may not, subject to certain limited exceptions, be

transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial Business

September 30, 2022 and December 31, 2021, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private Warrants outstanding.

The 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.

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.

Private Placement Warrants, as well as up to 1,500,000 warrants underlying additional Private Placement Warrants the Company issues to

the Sponsor, officers, directors, initial Shareholders or their affiliates in payment of Working Capital Loans made to the Company, will

be identical to the warrants underlying the Units being offered in the Initial Public Offering.

Pursuant to the agreement that the Company

has entered into with the holders of the Private Placement Warrants, the Private Placement Warrants may not, subject to certain limited

exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial Business

March 31, 2023 and December 31, 2022, there were 9,999,940

Warrants outstanding and 7,796,842

Warrants outstanding, respectively.

The 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.

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.

INITIAL BUSINESS COMBINATION

On August 3, 2022, the Company entered into the Business Combination Agreement

with Merger Sub and Seamless.

See Note 1 for more detailed discussions.

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 .

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, February

13, 2023, and April 18, 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

accordance with ASC 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or

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.

On October 20, 2022, the Company

filed a Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) relating to an extraordinary general

meeting of shareholders (the “Extraordinary General Meeting) that is anticipated to be held in December 2022 to approve an amendment

to the Company’s Amended and Restated Memorandum and Articles of Association which would, if implemented, allow the Company to extend

the date by which it has to consummate a Business Combination (the “Extension”) for an additional four months, from November

23, 2022 to March 23, 2023 (such later date, the “Extended Date,” and such proposal, the “Extension Proposal”).

The Company will also seek shareholder approval for the adjournment of the Extraordinary General Meeting to a later date or dates, if

necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection

with, the approval of the Extension Proposal.

On November 2, 2022, the Company

filed a Definitive Proxy Statement on Schedule 14A.

accordance with ASC 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events

that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or 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.

May 1, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 150,000 to the

Sponsor which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company.

The Note does

not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination

(such date, the “Maturity Date”).

In the event the Company consummates its initial business combination, the Sponsor has

the option on the Maturity Date to convert the principal outstanding under the Note into that number of private placement warrants (“Working

Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $ 1.00 , rounded up to the

nearest whole number.

The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants.

The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance

of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

As of May 10 , 2023, $ 75,000

is outstanding under the Note.

April 18, 2023, in accordance with the Business Combination Agreement, as amended, additional funds in the amount of $ 290,000 were

deposited by Seamless to the Trust Account.

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-Q

Item 1. Financial Statements