What changed in this filing

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Item 1A. Risk Factors

2023-05-11 compared with 2022-11-09 · 4 added, 64 removed, 2 unchanged (97% of the section changed)

1 unchanged sentence

that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Annual

Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 23, 2022 (the “Annual Report”), the

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, filed with the SEC on May 16, 2022 (the “2022 Q1 Report),

and the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 9, 2022 (the “2022

Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report, the

2022 Q1 Report and the 2022 Q2 Report, except for the below.

may be deemed a “foreign person” under the regulations relating to CFIUS and our failure to obtain any required approvals

within the requisite time period may require us to liquidate.

Company’s Sponsor is INFINT Capital LLC, a Delaware limited liability

The Sponsor currently owns 5,733,084 class B ordinary shares of the Company.

Alexander Edgarov, the Company’s CEO and the

sole managing member of the Sponsor, is a U.S.

The Company is a Cayman Islands exempted company.

All of the Company’s officers

and directors, except for one director, are U.S.

Seamless is a Cayman Islands exempted company that is headquartered in Singapore.

If CFIUS considers us to be a “foreign person” and Seamless a U.S.

business that may affect national security, we could be

subject to such foreign ownership restrictions and/or CFIUS review.

If the Business Combination with Seamless falls within the scope

of applicable foreign ownership restrictions, we may be unable to consummate the Business Combination.

In addition, if the Business Combination

falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS,

or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business

we do not believe that Seamless is a U.S.

business that may affect national

security, CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions to mitigate national

security concerns with respect to the Business Combination, order us to divest all or a portion of a U.S.

business of the combined company

if we had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement

Additionally, the laws and regulations of other U.S.

government entities may impose review or approval procedures on account

of any foreign ownership by the Sponsor.

If we were to seek an initial Business Combination other than the Business Combination, the pool

of potential targets with which we could complete an initial Business Combination may be limited as a result of any such regulatory restriction.

Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy.

Because we have only a limited time to

complete the Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate.

If we liquidate, our public shareholders would be entitled to redemption of 100% of the public shares, at a per-share price, payable in

cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not

previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total

number of then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as

shareholders (including the right to receive further liquidating distributions, if any).

Moreover, the public shareholders would lose

the investment opportunity in a target company, any price appreciation in the combined companies, and the warrants would expire worthless.

We cannot assure you that the Extension

will enable us to complete a Business Combination.

the Extension involves a number of risks.

Even if the Extension is approved, we cannot assure you that a Business Combination will be

consummated prior to the Extended Date.

Our ability to consummate any Business Combination is dependent on a variety of factors, many

of which are beyond our control.

If the Extension is approved, we expect to seek shareholder approval of a Business Combination.

required to offer shareholders the opportunity to redeem shares in connection with the Extension Proposal, and we will be required to

offer shareholders redemption rights again in connection with any shareholder vote to approve a Business Combination.

Even if the Extension

or a Business Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate

a Business Combination on commercially acceptable terms, or at all.

The fact that we will have separate redemption periods in connection

with the Extension and a Business Combination vote could exacerbate these risks.

Other than in connection with a redemption offer or

liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market.

of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices,

Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 22, 2023 (the “Annual Report”).

of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report.

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 1A. Risk Factors