What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-05-11 compared with 2022-11-09 · 148 added, 160 removed, 77 unchanged (80% of the section changed)

27 unchanged sentences

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

On August 3, 2022, the Company, entered

into the Business Combination Agreement with Merger Sub and Seamless.

Under the Business Combination Agreement, Seamless Shareholders

are expected to receive $400,000,000 in aggregate consideration in the form of ordinary shares of the Company, par value $0.0001 per share

equal to the quotient obtained by dividing (i) 400,000,000 by (ii) $10.00.

The Proposed Transactions are expected to close in the first

quarter of 2023.

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

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

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

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

Transactions, (c) not transfer their respective Seamless shares and (d) terminate the Seamless Shareholders’ agreement at or prior to closing.

with the execution of the Business Combination Agreement, 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 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.

October 20, 2022, the Company filed the Preliminary Proxy Statement relating to 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 for an additional

four months, from November 23, 2022 to the Extended Date.

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.

November 2, 2022, the Company filed a Definitive Proxy Statement on Schedule 14A.

Business Combination Agreement

August 3, 2022, the Company, entered into a business

combination agreement, which was amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment

dated February 20, 2023 (as amended and it may be further amended from time to time, collectively, the “Business Combination Agreement”),

with FINTECH Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of INFINT (“Merger Sub”),

and Seamless Group Inc., a Cayman Islands exempted company (“Seamless”).

If the Business Combination Agreement is approved

by the Company’s shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination

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

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

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

November 22, 2022, in accordance with the terms of the Business Combination Agreement, as amended, Seamless deposited additional funds in the amount of $2,999,982 to the trust account (the “Trust Account”)

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

On February 13, 2023, at the extraordinary general meeting the Company’s shareholders approved a special resolution (the “Extension

Proposal”) to amend the Company’s amended and restated memorandum and articles of association (the “Charter”)

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

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

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

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

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

INFINT or the date an initial business combination is completed.

of Operations

only activities through September 30, 2022 were organizational activities, those necessary to consummate the Initial Public Offering, described below, and

identifying a target company for a Business Combination.

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

of our Business Combination.

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

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

as well as for due diligence expenses.

the three months ended September 30, 2022, we had net loss of $202,169, which consisted of operating costs of $1,118,431, offset by interest

only activities through March 31, 2023 were organizational activities, those necessary to consummate the IPO, described below, and identifying

a target company for a Business Combination.

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

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

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

as for due diligence expenses.

three months ended March 31, 2023, we had net income of $998,238, which consisted of operating costs of $632,920, offset by interest

earned on marketable securities held in the Trust Account of $1,631,158.

the nine months ended September 30, 2022, we had net loss of $1,648,235, which consisted of operating costs of $2,859,058, offset by

interest earned on marketable securities held in the Trust Account of $1,210,823.

the three months ended September 30, 2021, we had net loss of $583, which consisted of operating costs of $583.

the period from March 8, 2021 (inception) through September 30, 2021, we had net loss of $29,843, which consisted of operating costs

the three months ended March 31,2022, we had net loss of $462,567, which consisted of operating costs of $483,009, offset by interest

earned on marketable securities held in the Trust Account of $20,442.

and Capital Resources

November 23, 2021, the Company consummated the Initial Public Offering

of 17,391,200 of its Units.

Each Unit consists of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable

warrant, with each whole Warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share.

The Units were sold

at an offering price of $10.00 per Unit, generating gross proceeds of $173,912,000.

November 23, 2021, the Company consummated the Initial Public Offering of 17,391,200 of its units (“Units”).

Each Unit consists

of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant, with each whole warrant (“Warrant”)

entitling the holder to purchase one ordinary share at a price of $11.50 per share.

The Units were sold at an offering price of $10.00

per Unit, generating gross proceeds of $173,912,000.

Simultaneously

with the consummation of the Initial Public Offering, the Company consummated

the private placement of 7,032,580 warrants at a price of $1.00 per Private Warrant, generating total proceeds of $7,032,580, to the Sponsor.

The Private Warrants are identical to the Warrants sold in the Initial Public Offering.

November 23, 2021, the Company consummated

the sale of an additional 764,262 Private Warrants in connection with the underwriter’s exercise of its over-allotment option to

purchase an additional 2,608,680 Units for gross proceeds of $26,086,800.

The Private Warrants were sold at $1.00 per Private Warrant,

generating additional gross proceeds of $764,262.

Following the closing of the over-allotment option, the Company generated total gross

proceeds of $207,795,642 from the Initial Public Offering and the Private Placement, of which the Company raised $199,998,800 in the Initial

Public Offering, $7,796,842 in the Private Placement and of which $202,998,782 was placed in the Company’s Trust Account established

in connection with the Initial Public Offering .

the nine months ended September 30, 2022, cash used in operating activities was $(523,192).

Net loss of $1,648,235 was offset by interest

with the consummation of the Initial Public Offering, the Company consummated the private placement of 7,032,580 warrants at a price

of $1.00 per private warrant (“Private Warrant”), generating total proceeds of $7,032,580, to the Sponsor.

The Private Warrants

are identical to the Warrants sold in the Initial Public Offering.

November 23, 2021, the Company consummated the sale of an additional 764,262 Private Warrants in connection with the underwriter’s

exercise of its over-allotment option to purchase an additional 2,608,680 Units for gross proceeds of $26,086,800.

The Private Warrants

were sold at $1.00 per Private Warrant, generating additional gross proceeds of $764,262.

Following the closing of the over-allotment

option, the Company generated total gross proceeds of $207,795,642 from the Initial Public Offering and the Private Placement, of which

the Company raised $199,998,800 in the Initial Public Offering, $7,796,842 in the Private Placement and of which $202,998,782 was placed

in the Company’s Trust Account established in connection with the Initial Public Offering.

the three months ended March 31, 2023, cash used in operating activities was $129,918.

Net income of $998,238 was offset by interest

earned on marketable securities held in the Trust Account of $1,631,158.

1 unchanged sentence

and liabilities used $503,002 of cash for operating activities.

the period from March 8, 2021 (inception) through September 30, 2021, cash

used in operating activities was $(778).

Net loss of $29,843 was offset by interest due to the Sponsor on the Promissory Note of $10.

Changes in operating assets and liabilities used $29,055 of cash for operating activities.

September 30, 2022, we had marketable securities held in the Trust Account of $204,211,529 consisting of securities held in a money market

the three months ended March 31, 2022, cash used in operating activities was $109,724.

Net loss of $462,567 was offset by interest earned

on marketable securities held in the Trust Account of $20,442.

Changes in operating assets and liabilities used $373,285 of cash for

operating activities.

March 31, 2023, we had marketable securities held in the Trust Account of $101,834,184 consisting of securities held in a money market

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

Through September 30, 2022, we did not withdraw any interest earned on the Trust Account to pay our taxes.

Through March 31, 2023, we did not withdraw any interest earned on the Trust Account to pay our taxes.

We intend to use substantially

9 unchanged sentences

were insufficient to cover such expenses.

September 30, 2022, we have available to us $551,858 of cash on our operating

account and working capital deficit of $1,303,242.

We will use these funds primarily to find and evaluate target businesses, perform business,

legal, and accounting due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective

target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses,

and structure, negotiate and complete a Business Combination.

The interest income earned on the investments in our trust account are unavailable

to fund operating expenses.

order to finance transaction costs in connection with a Business Combination,

the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to,

loan the Company funds as may be required.

March 31, 2023, we have available to us $141,549 of cash on our operating account and working capital deficit of $3,121,260.

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

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

or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete

a Business Combination.

The interest income earned on the investments in our trust account are unavailable to fund operating expenses.

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (such loans, “Working

Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be

repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes

may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.00 per warrant.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay

the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

We will have until 12 months from the closing of the Initial Public Offering

to consummate our initial Business Combination.

However, if we anticipate that we may not be able to consummate our initial Business Combination

within 12 months, we may, by resolution of our board of directors if requested by our Sponsor, extend the period of time to consummate

a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination),

subject to the Sponsor depositing additional funds into the trust account as set out below.

Pursuant to the terms of the trust agreement

to be entered into between us and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for us to

consummate our initial Business Combination, our initial shareholders or their affiliates or designees, upon five days advance notice

prior to the applicable deadline, must deposit into the trust account for each three-month extension, $2,999,982 ($0.15 per share in either

case) on or prior to the date of the applicable deadline, up to an aggregate of $5,999,964, or approximately $0.30 per share.

payments would be made in the form of a loan.

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

Business Combination.

If we complete our initial Business Combination, we would repay such loaned amounts.

In the event that our initial

Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts

but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into Private

Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender.

Furthermore, the

letter agreement with our initial shareholders contains a provision pursuant to which our Sponsor has agreed to waive its right to be

repaid for such loans out of the funds held in the Trust Account in the event that we do not complete a Business Combination.

that we receive notice from our Sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend

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

In addition, we intend to issue

a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

Our Sponsor and its

affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial Business Combination.

If we choose to extend the period of time to consummate a Business Combination as set forth herein, public shareholders will not have

the ability to vote or redeem their shares in connection with either of the three-month extensions.

However, if we seek to complete a

Business Combination during an extension period, investors will still be able to vote and redeem their shares in connection with that

Business Combination.

As of September 30, 2022, the Company has not borrowed any amount from the Working Capital Loans.

on the foregoing, management believes that the Company expects to continue

to incur significant costs in pursuit of the consummation of a Business Combination.

The Company’s liquidity needs prior to the

consummation of the Initial Public Offering had been satisfied through proceeds from notes payable and from the issuance of common stock.

However, the $551,858 in cash might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance

of the financial statements.

Additionally, the Combination Period is less than one year from the date of the issuance of the financial

As a result, there is substantial doubt that the Company can sustain operations for a period of at least one-year from the

issuance date of these financial statements for the next twelve months from the issuance of these financial statements.

only activities through September 30, 2022 were organizational activities, those necessary to consummate the Initial Public Offering,

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

We do not expect to generate any operating revenues until

after the completion of our Business Combination.

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

held in the Trust Account.

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

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

The notes would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation

of a Business Combination into additional Private Placement Warrants at a price of $1.00 per warrant.

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds

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

As of March 31, 2023, the

Company has not borrowed any amount from the Working Capital Loans.

On 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.

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.

will have until the Extended Date to consummate our initial Business Combination.

On February 23, 2023

and the 23rd day of each subsequent calendar month until the Extension Date, the lesser of (x) $290,000 and (y) $0.06 per public share

multiplied by the number of public shares outstanding on such applicable date will be deposited into the Company’s Trust Account.

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

of a Business Combination.

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

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

However, the $141,549 in cash might not be sufficient to allow

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

Additionally, the Combination Period

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

As a result, there is substantial doubt that the Company

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

from the issuance of these financial statements.

only activities through March 31, 2023 were organizational activities, those necessary to consummate the Initial Public Offering, described

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

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

completion of our Business Combination.

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

in the Trust Account.

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

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

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2022.

not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as

variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2023.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement

3 unchanged sentences

and our liquidation.

connection with our initial Business Combination, we are obligated to pay

our expenses relating thereto, including the deferred underwriting commission payable to our underwriter in an amount equal to 3.0% of

the total gross proceeds raised in the offering, or $5,999,964, upon consummation of our initial Business Combination.

connection with our initial Business Combination, we are obligated to pay our expenses relating thereto, including the deferred underwriting

commission payable to our underwriter in an amount equal to 3.0% of the total gross proceeds raised in the offering, or $5,999,964, upon

consummation of our initial Business Combination.

Accounting Policies

5 unchanged sentences

A ordinary shares subject to possible redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing

Liabilities from Equity”.

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.

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in Accounting Standards

Codification (“ASC”) 480 “Distinguishing Liabilities from Equity”.

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.

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

7 unchanged sentences

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

loss per ordinary share

Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net loss per share is

computed by dividing net 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,

income (loss) per ordinary share

Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” 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 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 loss per share is the

same as basic loss per share for the periods presented.

As a result, diluted income (loss) per share

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

Accounting Standards

5 unchanged sentences

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 2. Management’s Discussion and Analysis