What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-11 · 203 added, 191 removed, 605 unchanged (39% of the section changed)

12 unchanged sentences

Accrued expenses – related party

Accrued expenses

Working capital loan- related party

Total current liabilities

10 unchanged sentences

500,000,000 shares authorized;

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)

none issued and outstanding (excluding the 9,584,428 and 19,999,880 shares subject to redemption as of June 30, 2023 and December 31, 2022, respectively)

Class B ordinary shares, $ 0.0001 par value;

16 unchanged sentences

Three Months Ended

Six Months Ended

Formation and operating costs

1 unchanged sentence

Loss from operation costs

( 1,257,618 )

( 1,129,766 )

( 1,740,627 )

Other income:

2 unchanged sentences

$ ( 983,499 )

$ ( 1,446,066 )

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

5 unchanged sentences

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED)

THE THREE MONTHS ENDED MARCH 31, 2023

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Shareholders’

– December 31, 2022 (audited)

$ ( 8,488,887 )

$ ( 8,488,304 )

of Class A ordinary shares to redemption value

( 1,631,158 )

( 2,211,158 )

for extension

– March 31, 2023 (unaudited)

$ ( 9,121,807 )

$ ( 9,121,224 )

$ ( 9,121,807 )

$ ( 9,121,224 )

THE THREE MONTHS ENDED MARCH 31, 2022

of Class A ordinary shares to redemption value

for extension

– June 30, 2023 (unaudited)

THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Shareholders’

– December 31, 2021 (audited)

$ ( 4,442,807 )

$ ( 4,442,224 )

$ ( 4,442,807 )

$ ( 4,442,224 )

income (loss)

– March 31, 2022(unaudited)

$ ( 4,905,374 )

$ ( 4,904,791 )

$ ( 4,905,374 )

$ ( 4,904,791 )

of Class A ordinary shares to redemption value

income (loss)

– June 30, 2022 (unaudited)

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

1 unchanged sentence

STATEMENT OF CASH FLOWS (UNAUDITED)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

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Cash flows from investing activities:

Cash withdrawn from Trust Account in connection with redemption

Investment of cash in Trust Account

( 1,450,000 )

Net cash used in investing activities

Cash flows from financing activities:

Redemption of Class A ordinary shares

( 109,309,854 )

Contribution for extension

Proceeds from working capital loan- related party

Net cash provided by financing activities

( 107,784,854 )

Net change in cash

3 unchanged sentences

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.

6 unchanged sentences

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

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.

June 30, 2023, the Company had not yet commenced any operations.

All activity through June 30, 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.

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

The Company’s management has broad

discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the private

placement units (“Placement Units”), although substantially all of the net proceeds are intended to be applied generally

toward consummating a Business Combination.

NYSE rules provide that the Business Combination must be with one or more target

businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less

any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for

taxes) at the time of the signing of an agreement to enter into a Business Combination.

The Company will only complete a Business

Combination if the post-Business Combination company owns or acquires 50 %

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

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

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the private placement units (“Placement

Units”), although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

NYSE rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal

to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable

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

into a Business Combination.

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

50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

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

There is no assurance that the Company

will be able to successfully effect a Business Combination.

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

that $ 10.15 per

Unit sold in the Initial Public Offering, including the proceeds of the sale of the Private Placement Warrants, will be held in the

Trust Account and invested in U.S.

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

$ 10.15 per Unit sold in the Initial Public Offering, including the proceeds of the sale of the Private Placement Warrants, will be held

in the Trust Account and invested in U.S.

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

shareholders, as described below.

Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting

the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of

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

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

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redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

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 per

share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay

its tax obligations).

The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by

the deferred underwriting commissions the Company will pay to the underwriter.

There will be no redemption rights upon the

completion of a Business Combination with respect to the Company’s warrants or rights.

These ordinary shares will be recorded

at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with

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

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 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company

to pay its tax obligations).

The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced

by the deferred underwriting commissions the Company will pay to the underwriter.

There will be no redemption rights upon the completion

of a Business Combination with respect to the Company’s warrants or rights.

These ordinary shares will be recorded at a redemption

value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards

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

ACQUISITION CORPORATION

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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,

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.

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

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Concern, Liquidity and Capital Resources

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

of June 30, 2023, the Company had approximately $ 11,816 of cash in its operating account and working capital deficit of approximately

$ 3,618,106 .

17 unchanged sentences

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 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.

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.

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

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

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

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

The Company had no cash equivalents as of June 30, 2023 and December 31, 2022.

and Marketable Securities Held in 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

of June 30, 2023, and December 31, 2022, the Company had $ 103,922,959 and $ 208,932,880 in cash and marketable securities held in the

Trust Account.

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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’

Accordingly, at June 30, 2023, the Class A ordinary

shares subject to possible redemption in the amount of $ 103,922,959 are presented as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

11 unchanged sentences

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

OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

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

$ 202,998,782

Accretion of carrying value to initial redemption value

SCHEDULE OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

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

4 unchanged sentences

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

Accretion of carrying value to initial redemption value

Class A ordinary shares subject to possible redemption at June 30, 2023

$ 103,922,959

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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 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.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31,

2022, and for the three months ended June 30, 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.

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ordinary share subject to forfeiture.

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

At June 30, 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.

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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

SCHEDULE OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES

For the three months ended

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Basic and diluted net income (loss) per ordinary share

For the six months ended

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

$ ( 1,119,544 )

$ ( 326,522 )

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

At June 30, 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

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.

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.

INITIAL PUBLIC OFFERING

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RELATED PARTY TRANSACTIONS

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

June 30, 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.

13 unchanged sentences

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 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.

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 IPO Promissory Note in full on December 10, 2021 .

As of June 30, 2023

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

Administrative

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

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

incurred $ 30,000 in expenses for these services.

I n addition, the Company reimbursed such affiliate

For the three months

ended June 30, 2023, the Company incurred $ 30,000 in expenses for these services.

In addition, the Company reimbursed such affiliate

of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 30,045 .

For the three months ended March 31,

For the six months ended June

30, 2023, the Company incurred $ 60,000 in expenses for these services.

1 unchanged sentence

reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 55,015 .

For the three

months ended June 30, 2022, the Company incurred $ 30,000 in expenses for these services.

In addition, the Company reimbursed such affiliate

of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 55,363 .

For the six months ended June 30, 2022,

the Company incurred $ 60,000 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 $ 76,823 .

Party Loans and Costs

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

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

May 1, 2023, INFINT Acquisition Corporation (the “Company”) issued an unsecured promissory note (the “Note”)

in the principal amount of up to $ 150,000 to InFinT Capital LLC (the “Sponsor”), the Company’s 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 issued

by the Company at the time of its initial public offering (the “IPO”), as described in the prospectus for the IPO dated November

22, 2021 and filed with the U.S.

Securities and Exchange Commission, including the transfer restrictions applicable thereto.

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.

of June 30, 2023 and December 31, 2022, the Company has not borrowed $ 75,000 and nil from the Working Capital Loans, respectively.

ACQUISITION CORPORATION

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

At March 31, 2023

At June 30, 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

A Ordinary share — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per

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

At 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).

At June 30, 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 June

B Ordinary share — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001

$ 0.0001 per share.

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

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.

At June 30, 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 June 30, 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

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 June 30, 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

48 unchanged sentences

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.

June 30, 2023 and December 31, 2022, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private 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

24 unchanged sentences

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.

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

4 unchanged sentences

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.

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

were deposited by Seamless, each month, to the Trust Account.

On July 23, additional funds of the amount of $ 290,000 were deposited by Seamless to the Trust Account.

13, totaling $ 1,740,000 has been deposited to the Trust Account.

August 2, 2023, the Company filed a Definitive Proxy Statement on Schedule 14A (“Definitive Schedule 14A”) relating to an

extraordinary general meeting of shareholders to be held on August 18, 2023, at 12:00 p.m., Eastern Time, to approve an amendment to

the Company’s Charter which would, if implemented, allow INFINT to extend the date by which it has to consummate a Business Combination,

from August 23, 2023 to February 23, 2024, or such earlier date as determined by the Company’s board of directors (such later date,

the “Second Extended Date,” and such proposal, the “Second 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 Second Extension

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