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Item 2. Management’s Discussion and Analysis

2023-08-14 compared with 2023-05-11 · 88 added, 69 removed, 156 unchanged (50% 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.

Business Combination Agreement

Combination Agreement

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

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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.

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.

connection with the votes to approve the Extension Proposal, the holders of 10,415,452 Class A ordinary shares of the Company properly

exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share, for an aggregate redemption

amount of approximately $109.31 million, leaving approximately $100.59 million in the Trust Account.

accordance with the Business Combination Agreement, as amended, additional funds in the amount of $1,450,000 were deposited by

Seamless to the Trust Account as of June 30, 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 .

On July 23, additional funds of the amount of $290,000 were deposited by

Seamless to the Trust Account.

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

August 2, 2023, the Company filed a 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

the Company to extend the date by which it has to consummate a Business Combination, from August 23, 2023 to the Second 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 Second Extension Proposal.

of Operations

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

only activities through June 30, 2023 were organizational activities, those necessary to consummate the IPO, described below, and identifying

a target company for a Business Combination.

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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

three months ended June 30, 2023, we had net income of $721,929, which consisted of operating costs of $496,846, offset by interest earned

on marketable securities held in the Trust Account of $1,218,775.

six months ended June 30, 2023, we had net income of $1,720,167, which consisted of operating costs of $1,129,766, offset by interest

earned on marketable securities held in the Trust Account of $2,849,933.

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

the three months ended June 30,2022, we had net loss of $983,499, which consisted of operating costs of $1,257,618, offset by interest

earned on marketable securities held in the Trust Account of $274,119.

the six months ended June 30,2022, we had net loss of $1,446,066, which consisted of operating costs of $1,740,627, offset by interest

earned on marketable securities held in the Trust Account of $294,561.

and Capital Resources

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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.

Changes in operating assets

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

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

the six months ended June 30, 2023, cash used in operating activities was $334,651.

Net income of $1,720,167 was offset by interest earned

on marketable securities held in the Trust Account of $2,849,933.

Changes in operating assets and

liabilities used $795,115 of cash for operating activities.

Cash from investing activities consisted of cash withdrawn from the trust

account of $109,309,854 net with additional investments in the trust account of $1,450,000.

Cash used in financing activities consisted

of the redemption of ordinary shares of $109,309,854 net with contributions for the extension of $1,450,000 and proceeds from working

capital loan of $75,000.

the six months ended June 30, 2022, cash used in operating activities was $(251,700).

Net loss of $1,446,066 was offset by interest earned

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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

June 30, 2023, we had marketable securities held in the Trust Account of $103,922,959 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 March 31, 2023, we did not withdraw any interest earned on the Trust Account to pay our taxes.

Through June 30, 2023, we did not withdraw any interest earned on the Trust Account to pay our taxes.

We intend to use substantially

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were insufficient to cover such expenses.

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.

June 30, 2023, we have available to us $11,816 of cash on our operating account and working capital deficit of $3,618,106.

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.

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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.

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

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.

As of June 30, 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.

In accordance

with the Business Combination Agreement, as amended, 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.

As of June 30, 2023, a total amount of $1,450,000 has

been deposited into the Trust Account.

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

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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.

only activities through June 30, 2023 were organizational activities, those necessary to consummate the Initial Public Offering, 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.

Sheet Financing Arrangements

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.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023.

We do 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.

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

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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.

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.

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

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share subject to forfeiture.

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

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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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