Currenc Group Inc. 10-Q

Item 1. Financial Statements. INFINT ACQUISITION CORPORATION CONDENSED BALANCE SHEETS June 30, 2023 December 31, 2022 (Unaudited) ASSETS Current Assets Cash $ 11,816 $ 271,467 Prepaid expenses - 94,553 Total Current Assets 11,816 366,020 Cash and marketable securities held in Trust Account 103,922,959 208,932,880 TOTAL ASSETS $ 103,934,775 $ 209,298,900 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current Liabilities Accrued expenses $ 3,427,568 $ 2,787,773 Accrued expenses – related party 127,354 66,587 Accrued expenses Working capital loan- related party 75,000 - Total current liabilities 3,629,922 2,854,360 Deferred underwriter fee payable 5,999,964 5,999,964 TOTAL LIABILITIES 9,629,886 8,854,324 Commitments and Contingencies (Note 6) - - Class A ordinary shares subject to possible redemption; 9,584,428 and 19,999,880 shares at redemption value, respectively 103,922,959 208,932,880 Shareholders’ Deficit Preferred shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued and outstanding - - Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 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; 50,000,000 shares authorized; 5,833,083 issued and outstanding 583 583 Ordinary Shares - - Additional paid-in capital - - Accumulated deficit ( 9,618,653 ) ( 8,488,887 ) Total Shareholders’ Deficit ( 9,618,070 ) ( 8,488,304 ) TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $ 103,934,775 $ 209,298,900 The accompanying notes are an integral part of these financial statements. 3 INFINT ACQUISITION CORPORATION CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) 2023 2022 2023 2022 For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Formation and operating costs $ 436,801 $ 1,172,255 $ 1,014,751 $ 1,603,804 Administrative expenses from related party 60,045 85,363 115,015 136,823 Loss from operation costs ( 496,846 ) ( 1,257,618 ) ( 1,129,766 ) ( 1,740,627 ) Other income: Interest earned on marketable securities held in Trust Account 1,218,775 274,119 2,849,933 294,561 Net Income (Loss) $ 721,929 $ ( 983,499 ) $ 1,720,167 $ ( 1,446,066 ) Weighted average shares outstanding of Class A ordinary share subject to redemption 9,584,428 19,999,880 12,058,817 19,999,880 Basic and diluted net income (loss) per ordinary share subject to redemption $ 0.05 $ ( 0.04 ) $ 0.10 $ ( 0.06 ) Weighted average shares outstanding of Class B non-redeemable ordinary share 5,833,083 5,833,083 5,833,083 5,833,083 Basic and diluted net income (loss) per ordinary share not subject to redemption $ 0.05 $ ( 0.04 ) $ 0.10 $ ( 0.06 ) The accompanying notes are an integral part of these financial statements. 4 INFINT ACQUISITION CORPORATION CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 Shares Amount Shares Amount Capital Deficit Deficit Ordinary Shares Additional Total Class A Class B Paid in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance – December 31, 2022 (audited) - $ - 5,833,083 $ 583 $ - $ ( 8,488,887 ) $ ( 8,488,304 ) Accretion of Class A ordinary shares to redemption value - - - - ( 580,000 ) ( 1,631,158 ) ( 2,211,158 ) Contribution for extension - - - - 580,000 - 580,000 Net income - - - - - 998,238 998,238 Balance – March 31, 2023 (unaudited) - $ - 5,833,083 $ 583 $ - $ ( 9,121,807 ) $ ( 9,121,224 ) Accretion of Class A ordinary shares to redemption value - - - - ( 870,000 ) ( 1,218,775 ) ( 2,088,775 ) Contribution for extension - - - - 870,000 - 870,000 Net income - - - - - 721,929 721,929 Balance – June 30, 2023 (unaudited) - $ - 5,833,083 $ 583 $ - $ ( 9,618,653 ) $ ( 9,618,070 ) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 Ordinary Shares Additional Total Class A Class B Paid in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance – December 31, 2021 (audited) - $ - 5,833,083 $ 583 $ - $ ( 4,442,807 ) $ ( 4,442,224 ) Net loss - - - - - ( 462,567 ) ( 462,567 ) Balance – March 31, 2022(unaudited) - $ - 5,833,083 $ 583 $ - $ ( 4,905,374 ) $ ( 4,904,791 ) Balance - $ - 5,833,083 $ 583 $ - $ ( 4,905,374 ) $ ( 4,904,791 ) Accretion of Class A ordinary shares to redemption value - - - - - ( 296,485 ) ( 296,485 ) Net loss - - - - - ( 983,499 ) ( 983,499 ) Net income (loss) - - - - - ( 983,499 ) ( 983,499 ) Balance – June 30, 2022 (unaudited) - $ - 5,833,083 $ 583 $ - $ ( 6,185,358 ) $ ( 6,184,775 ) Balance - $ - 5,833,083 $ 583 $ - $ ( 6,185,358 ) $ ( 6,184,775 ) The accompanying notes are an integral part of these condensed financial statements. 5 INFINT ACQUISITION CORPORATION CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) 2023 2022 For the Six Months Ended June 30, 2023 2022 Cash flows from operating activities: Net income (loss) $ 1,720,167 $ ( 1,446,066 ) Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on securities held in Trust Account ( 2,849,933 ) ( 294,561 ) Changes in operating assets and liabilities: Prepaid insurance 94,553 329,115 Accrued expenses 639,795 1,159,812 Accrued expenses – related party 60,767 - Net cash used in operating activities ( 334,651 ) ( 251,700 ) Cash flows from investing activities: Cash withdrawn from Trust Account in connection with redemption 109,309,854 - Investment of cash in Trust Account ( 1,450,000 ) - Net cash used in investing activities 107,859,854 - Cash flows from financing activities: Redemption of Class A ordinary shares ( 109,309,854 ) - Contribution for extension 1,450,000 - Proceeds from working capital loan- related party 75,000 - Net cash provided by financing activities ( 107,784,854 ) - Net change in cash ( 259,651 ) ( 251,700 ) Cash at beginning of period 271,467 1,028,183 Cash at end of period $ 11,816 $ 776,483 Non-cash investing and financing activities: Accretion of Class A ordinary shares to redemption value $ 2,849,933 $ 296,485 The accompanying notes are an integral part of these financial statements. 6 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN InFinT Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 8, 2021 . The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). At 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. 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. The Company’s sponsor is InFinT Capital LLC, a United States based sponsor group (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 18, 2021. On November 23, 2021, the Company consummated its Initial Public Offering of 19,999,880 Units (the “Units” and, with respect to the Class A ordinary share included in the Units being offered, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 199,998,800 , and incurring offering costs of $ 9,351,106 of which $ 5,999,964 was for deferred underwriting commissions (see Note 6). Each Unit consists of one Class A ordinary share of the Company and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one Class A ordinary share. The Company granted the underwriter a 45-day option to purchase up to an additional 2,608,680 Units at the Initial Public Offering price to cover over-allotments, if any. Simultaneous with the close of the Initial Public Offering, the over-allotment option was exercised in full. Simultaneously with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $ 1.00 per Private Placement Warrant, generating total gross proceeds of $ 7,796,842 (the “Private Placement”) (see Note 4). Transaction costs amounted to $ 9,351,106 , consisting of $ 2,499,985 of underwriting fees, $ 5,999,964 was for deferred underwriting commissions, $ 268,617 for the fair value of the representative shares and $ 582,540 of other offering costs. Following the closing of the Initial Public Offering and the exercise of the over-allotment partially by the underwriter on November 23, 2021, an amount of $ 202,998,782 ($ 10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants of $ 7,796,842 was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account, as described below. 7 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) The 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. 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. 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: (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. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The 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.” 8 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. On August 3, 2022, the Company entered into a Business Combination Agreement with FINTECH Merger Sub Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub”), and Seamless Group Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Seamless”) (as may be amended and restated from time to time, the “Business Combination Agreement”). The Business Combination Agreement was unanimously approved by the Company’s board of directors. If the Business Combination Agreement is approved by the Company’s shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless (the “Merger”), with Seamless surviving the Merger as a wholly owned subsidiary of the Company (Seamless, as the surviving entity of the Merger, is referred to herein as “New Seamless” and such transactions are referred to collectively as the “Proposed Transactions”). Under the Business Combination Agreement, holders of Seamless’ shares (“Seamless Shareholders”) are expected to receive $ 400,000,000 in aggregate consideration in the form of INFINT ordinary shares, par value $ 0.0001 per share (“New INFINT Ordinary Shares”), equal to the quotient obtained by dividing (i) the $ 400,000,000 divided by (b) $ 10.00 . In accordance with the provisions of the Charter and the Business Combination Agreement, Seamless deposited additional funds in the amount of $ 2,999,982 to the Company’s Trust Account on November 22, 2022 to automatically extend the date by which the Company must consummate an initial business combination from November 23, 2022 to February 23, 2023. On 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. 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 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. 9 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) The Sponsor has agreed (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the Business Combination; (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination by the Extended Date or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination by the Extended Date although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial business combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial business combination. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.15 per share (whether or not the underwriter’s over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.15 ). Going Concern, Liquidity and Capital Resources As 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 . Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution of $ 25,100 from the Sponsor to purchase the Founder Shares, and a loan of $ 400,000 pursuant to the Note issued to the Sponsor, which was repaid on December 7, 2021 (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. 10 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Based 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. The Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. 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. On August 3, 2022, the Company entered into a Business Combination Agreement with Seamless, as discussed above. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by required liquidation date. On February 13, 2023, the Company’s shareholders approved the Extension Proposal. Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Extension Proposal. Accordingly, the Company now has until August 23, 2023 to consummate its initial business combination. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 11 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The 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 June 30, 2023 and December 31, 2022. Cash and Marketable Securities Held in Trust Account As 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. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $ 582,540 consist principally of costs incurred in connection with formation of the Company and preparation for the Initial Public Offering and fair value of Representative Shares of $ 268,617 . These costs, together with the underwriter discount of $ 8,499,949 and fair value of the representation shares were charged to additional paid-in capital upon completion of the Initial Public Offering. Class A ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at 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. The Company’s redeemable ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to value immediately as they occur. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). 12 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) The amounts of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: SCHEDULE OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION Class A ordinary shares subject to possible redemption at December 31, 2022 $ 208,932,880 Accretion of carrying value to initial redemption value 2,211,158 Redemption of Class A ordinary shares ( 109,309,854 ) Class A ordinary shares subject to possible redemption at March 31, 2023 101,834,184 Accretion of carrying value to initial redemption value 2,088,775 Class A ordinary shares subject to possible redemption at June 30, 2023 $ 103,922,959 Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. Income taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 13 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. 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 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. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): SCHEDULE OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES Class A Class B Class A Class B For the three months ended June 30 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 448,793 $ 273,136 $ ( 761,425 ) $ ( 222,074 ) Denominator: Basic and diluted weighted average common shares 9,584,428 5,833,083 19,999,880 5,833,083 Basic and diluted net income (loss) per ordinary share $ 0.05 $ 0.05 $ ( 0.04 ) $ ( 0.04 ) Class A Class B Class A Class B For the six months ended June 30 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 1,159,361 $ 560,806 $ ( 1,119,544 ) $ ( 326,522 ) Denominator: Basic and diluted weighted average common shares 12,058,817 5,833,083 19,999,880 5,833,083 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ ( 0.06 ) $ ( 0.06 ) Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 . 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. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently 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. NOTE 3. INITIAL PUBLIC OFFERING On November 23, 2021, the Company consummated its Initial Public Offering of 19,999,880 Units at $ 10.00 per Unit, generating gross proceeds of $ 199,998,800 , and incurring offering costs of approximately $ 9,351,106 which $ 2,499,985 was for underwriting fees, $ 5,999,964 was for deferred underwriting commissions, $ 268,617 for the fair value of the Representative Shares and $ 582,540 was for other offering costs. Each Unit consists of one ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per whole share (see Note 7). NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Offering, the Company consummated the Private Placement of an aggregate of 7,796,842 Private Placement Warrants to the Sponsor, at a price of $ 1.00 per Private Placement Warrant, generating total gross proceeds of $ 7,796,842 . The proceeds from the sale of the Private Placement Warrants have been added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the Initial Public Offering, except as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. 14 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares At 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. Our Sponsor transferred 69,999 Class B ordinary shares to EF Hutton and 30,000 Class B ordinary shares to JonesTrading as Representative Shares (the Representative Shares are deemed to be underwriter’s compensation by the Financial Industry Regulatory Authority (“FINRA”) pursuant to Rule 5110 of the FINRA Manual). The initial shareholders collectively own 22.58 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities). The initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary share (except to certain permitted transferees) or any of the Class B ordinary shares (or the Class A ordinary shares into which they be converted) until, the earlier of (i) nine months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 -trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary share for cash, securities or other property. IPO Promissory Note – Related Party On 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 Services Arrangement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on NYSE through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $ 10,000 per month for these services. 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 six months ended June 30, 2023, 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 $ 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 . Related Party Loans and Costs In 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 (“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. On 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. 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 June 30, 2023 and December 31, 2022, the Company has not borrowed $ 75,000 and nil from the Working Capital Loans, respectively. 15 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Representative Shares On November 23, 2021, the Company assigned 99,999 shares of Class B ordinary share to the representative for nominal consideration (the “Representative Shares”). The Company estimated the fair value of Representative Shares to be $ 268,617 , which is 2.87 % of total offering cost of $ 9,351,106 . The Company recognized the estimated fair value as part of offering costs. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110I(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the insider shares, as well as the holders of the Private Placement Warrants (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriter (and/or its designees) may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date of the Initial Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary share are to be released from escrow. The holders of a majority of the Private Placement Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriter (and/or its designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriter and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriter and/or its designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering. Underwriting Agreement The Company purchased the 2,608,680 units to cover over-allotments at the Initial Public Offering price. The underwriter received a cash underwriting discount of (i) one and one-quarter percent ( 1.25 %) of the gross proceeds of the Initial Public Offering, or $ 2,499,985 , and (ii) one half of a percent ( 0.5 %) in the form of Representative Shares. In addition, the underwriter is entitled to a deferred fee of three percent ( 3.00 %) of the gross proceeds of the Initial Public Offering, or $ 5,999,964 , upon closing of the Business Combination (the “Underwriting Agreement”). The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the Underwriting Agreement. Shareholder Support Agreement Concurrently 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. 16 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, the Sponsor, the Company and Seamless had entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to (a) vote at the INFINT Shareholder Meeting in favor of the Business Combination Agreement and the Proposed Transactions, (b) abstain from redeeming any Sponsor founder shares in connection with the Proposed Transactions, and (c) waive certain anti-dilution provisions contained in the Company’s Memorandum and Articles of Association. Registration Rights Agreement At the Closing, the Company and certain Seamless Shareholders and the Company’s shareholders party thereto (such shareholders, the “ Holders ”) will enter into the Registration Rights Agreement, pursuant to which, among other things, the Company will be obligated to file a registration statement to register the resale of certain New INFINT Ordinary Shares held by the Holders. The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. Lock-Up Agreement At the Closing, the Company will enter into individual Lock-Up Agreements with each of certain Seamless Shareholders (each, a “Locked-Up Shareholder”) pursuant to which, among other things, New INFINT Ordinary Shares held by each Locked-Up Shareholder will be locked-up for a period ending on the earlier of (A) six (6) months following the Closing and (B) the date after the Closing on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Company’s shareholders having the right to exchange their shares for cash, securities, or other property. Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a Business Combination, the Company has granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)I(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 17 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 7. SHAREHOLDERS’ DEFICIT Preferred Shares — The Company is authorized to issue 5,000,000 preferred shares with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding. Class A Ordinary share — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. 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 30, 2023). Class B Ordinary share — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. At 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 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 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. Warrants — The Public Warrants will become exercisable on the later of 30 days after the consummation of a Business Combination and 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary share issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or such issuance is deemed to be exempt under the Securities Act and the securities laws of the state of residence of the registered holder of the warrants. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if , and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary share issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A ordinary share at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 18 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) In addition, if (x) the Company issues additional Class A ordinary share or equity-linked securities in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants, as well as up to 1,500,000 warrants underlying additional Private Placement Warrants the Company issues to the Sponsor, officers, directors, initial Shareholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering. Pursuant to the agreement that the Company has entered into with the holders of the Private Placement Warrants, the Private Placement Warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial Business Combination. At 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. NOTE 8. INITIAL BUSINESS COMBINATION On August 3, 2022, INFINT entered into the Business Combination Agreement with Merger Sub and Seamless. The Business Combination Agreement was unanimously approved by INFINT’s board of directors. If the Business Combination Agreement is approved by INFINT’s shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless, with Seamless surviving the Merger as a wholly owned subsidiary of INFINT. Merger Consideration Under the Business Combination Agreement, Seamless Shareholders are expected to receive Seamless Value in aggregate consideration in the form of New INFINT Ordinary Shares, equal to the quotient obtained by dividing (i) the Seamless Value by (ii) $ 10.00 . At the effective time, by virtue of the Merger: ● all shares of Seamless issued and outstanding immediately prior to the effective time will be cancelled and converted into the right to receive, in accordance with the terms of the Business Combination Agreement and the Payment Spreadsheet, the number of New INFINT Ordinary Shares set forth in the Payment Spreadsheet; ● Seamless options that are outstanding immediately prior to the effective time, whether vested or unvested, will be converted into the Exchanged Options in accordance with the terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet. Following the effective time, the Exchanged Options will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Seamless option(s) immediately prior to the effective time. ● the RSUs that are outstanding immediately prior to the effective time will be converted into the Exchanged RSUs in accordance with the terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet. Following the effective time, the Exchanged RSUs will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Seamless RSUs immediately prior to the effective time. Proxy Statement/Prospectus and INFINT Shareholder Meeting INFINT 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. NOTE 9. SUBSEQUENT EVENTS In accordance with ASC 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the date the audited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. From 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. As of August 13, totaling $ 1,740,000 has been deposited to the Trust Account. On 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 Proposal. 19