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Item 1. Financial Statements

2023-11-20 compared with 2023-08-14 · 290 added, 218 removed, 590 unchanged (46% of the section changed)

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BALANCE SHEETS

September 30, 2023

December 31, 2022

Current Assets

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$ 209,298,900

LIABILITIES AND SHAREHOLDERS’ DEFICIT

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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)

none issued and outstanding (excluding the 7,408,425 and 19,999,880 shares subject to redemption as of September 30, 2023 and December 31, 2022, respectively)

Class B ordinary shares, $ 0.0001 par value;

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$ 209,298,900

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

STATEMENT OF OPERATIONS (UNAUDITED)

STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Formation and operating costs

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STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED)

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Ordinary Shares

Shareholders’

– December 31, 2022 (audited)

of Class A ordinary shares to redemption value

for extension

– March 31, 2023 (unaudited)

of Class A ordinary shares to redemption value

for extension

– June 30, 2023 (unaudited)

THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Balance – December 31, 2022 (audited)

$ ( 8,488,887 )

$ ( 8,488,304 )

Accretion of Class A ordinary shares to redemption value

( 1,631,158 )

( 2,211,158 )

Contribution for extension

Balance – March 31, 2023 (unaudited)

$ ( 9,121,807 )

$ ( 9,121,224 )

Accretion of Class A ordinary shares to redemption value

( 1,218,775 )

( 2,088,775 )

Contribution for extension

Balance – June 30, 2023 (unaudited)

$ ( 9,618,653 )

$ ( 9,618,070 )

Accretion of Class A ordinary shares to redemption value

( 1,232,175 )

( 1,842,175 )

Contribution for extension

Balance – September 30, 2023 (unaudited)

$ ( 10,171,669 )

$ ( 10,171,086 )

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Ordinary Shares

Shareholders’

– December 31, 2021 (audited)

– March 31, 2022(unaudited)

of Class A ordinary shares to redemption value

income (loss)

– June 30, 2022 (unaudited)

Balance – December 31, 2021 (audited)

$ ( 4,442,807 )

$ ( 4,442,224 )

Balance – March 31, 2022(unaudited)

$ ( 4,905,374 )

$ ( 4,904,791 )

Accretion of Class A ordinary shares to redemption value

Balance – June 30, 2022 (unaudited)

$ ( 6,185,358 )

$ ( 6,184,775 )

$ ( 6,185,358 )

$ ( 6,184,775 )

Accretion of Class A ordinary shares to redemption value

Net income (loss)

Balance – September 30, 2022 (unaudited)

$ ( 7,303,789 )

$ ( 7,303,206 )

$ ( 7,303,789 )

$ ( 7,303,206 )

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

ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS (UNAUDITED)

Six Months Ended

STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended

September 30,

Cash flows from operating activities:

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( 4,082,108 )

( 1,210,823 )

Changes in operating assets and liabilities:

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( 2,060,000 )

Net cash used in investing activities

Net cash provided by investing activities

Cash flows from financing activities:

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Proceeds from working capital loan- related party

Net cash provided by financing activities

Due to related parties

Net cash (used in) provided by financing activities

( 130,814,975 )

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DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 8, 2021 .

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”).

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.

Acquisition Corporation (the “Company” or “INFINT”) 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”).

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

All activity through September 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.

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.

Company’s sponsor is InFinT Capital LLC, a United States based sponsor group (the “Sponsor”).

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and Seamless Group Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Seamless”)

(as amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023, and

as may be amended and restated from time to time, the “Business Combination Agreement”).

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

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.

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”).

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 provisions of the Charter and the Business Combination Agreement, as amended, 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.

February 13, 2023, the Company’s shareholders approved a special resolution (the “First Extension Proposal”) to amend

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.

Under Cayman Islands law, the amendment to the Charter took

effect upon approval of the First Extension Proposal.

Accordingly, the Company had until August 23, 2023 to consummate its initial business

In connection with the votes to approve the First 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.

August 18, 2023, the Company’s shareholders approved a special resolution (the “Second Extension Proposal”) to amend

the Charter to extend the date that the Company 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 date, the “Extended Date”).

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

Accordingly, the Company now has

until February 23, 2024 to consummate its initial business combination (the “Combination Period”).

In connection with the

votes to approve the Second Extension Proposal, the holders of 2,176,003 Class A ordinary shares of the Company properly exercised their

right to redeem their shares for cash at a redemption price of approximately $ 10.94 per share, for an aggregate redemption amount of

approximately $ 23.8 million, leaving approximately $ 81.1 million in the Trust Account.

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

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.

to the Trust Account on February 21, 2023, and the required contributions continued to be deposited on or before the 23 rd

day of each subsequent calendar month into the Trust Account until August 23, 2023.

As of August 23, 2023, a total of $ 1,740,000 has

been deposited into the Trust Account as such required contributions.

accordance with the approval of the Second Extension Proposal, additional funds in the amount of $ 160,000 were deposited into the Trust

Account on August 23, 2023, and the lesser of (x) $ 160,000 and (y) $ 0.04 per public share multiplied by the number of public shares outstanding

on such applicable date (each date on which a Contribution is to be deposited into the trust account, a “Contribution Date”)

will be deposited into the Company’s Trust Account (a “Contribution”) on the 23rd day of each subsequent calendar month

until the Extended Date.

As of November 17, 2023, a total of $ 640,000 has been deposited into the Trust Account as such required

Contributions.

ACQUISITION CORPORATION

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Concern, Liquidity and Capital Resources

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 .

of September 30, 2023, the Company had approximately $ 80,473 of cash in its operating account

and working capital deficit of approximately $ 4,171,122 .

to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution

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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.

However, the $ 80,473 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.

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.

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.

The Business Combination

Agreement was amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20,

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 August 18, 2023, the

Company’s shareholders approved the Second Extension Proposal.

Under Cayman Islands law, the amendment to the Charter took effect

upon approval of the Second Extension Proposal.

Accordingly, the Company now has until February 23, 2024 to consummate its initial business

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 June 30, 2023 and December 31, 2022.

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

and Marketable Securities Held in Trust Account

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.

of September 30, 2023, and December 31, 2022, the Company had $ 81,950,013 and $ 208,932,880 in cash and marketable securities held in

the Trust Account.

Costs associated with the Initial Public Offering

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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’

Accordingly, at September 30, 2023, the Class

A ordinary shares subject to possible redemption in the amount of $ 81,950,013 are presented as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

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

Accretion of carrying value to initial redemption value

Redemption of Class A ordinary shares

( 23,815,121 )

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

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

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

31, 2022, and for the three months ended September 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 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.

At September 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.

following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

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$ ( 156,519 )

$ ( 222,074 )

Basic and diluted weighted average common shares

Basic and diluted net income (loss) per ordinary share

For the six months ended

For the nine months ended

Basic and diluted net income (loss) per ordinary share

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$ ( 1,276,064 )

$ ( 326,522 )

Basic and diluted weighted average common shares

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which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

At June 30, 2023 and December 31, 2022, the Company

At September 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.

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RELATED PARTY TRANSACTIONS

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

September 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).

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Note, and fully repaid the IPO Promissory Note in full on December 10, 2021 .

As of June 30, 2023

As of September 30,

2023 and December 31, 2022, there was no outstanding balance under the IPO Promissory Note.

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For the three months

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

ended September 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 $ 6,000 .

For the six months ended June

For the nine months ended September

30, 2023, the Company incurred $ 90,000 in expenses for these services.

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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 .

months ended September 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 $ 44,621 .

For the nine months ended

September 30, 2022, the Company incurred $ 90,000 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 $ 121,445 .

Party Loans and Costs

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held in the Trust Account would be used to repay 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”).

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,

including the transfer restrictions applicable thereto.

The Note was 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.

September 13, 2023, the Company issued an unsecured promissory note (the “Amended Note”) in the principal amount of up to

$ 400,000 to the Sponsor, which may be drawn down from time to time prior to the Maturity Date upon request by the Company.

Note amended, replaced and superseded in its entirety the Note, and any unpaid principal balance of the indebtedness evidenced by the

Note has been merged into and evidenced by the Amended Note.

The Amended Note does not bear interest and the principal balance will be

payable on 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.

Maturity Date to convert the principal outstanding under the Amended Note into that number of Working Capital Warrants equal to the portion

of the principal amount of the Amended 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, including the transfer restrictions

applicable thereto.

The Amended Note is subject to customary events of default, the occurrence of certain of which automatically triggers

the unpaid principal balance of the Amended Note and all other sums payable with regard to the Amended Note becoming immediately due

As of September 30, 2023 and December 31, 2022, the Company has borrowed $ 250,000 and nil from the Working Capital Loans,

respectively.

ACQUISITION CORPORATION

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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.

following the date of commencement of sales of the Initial Public Offering pursuant to FINRA Rule 5110(e)(1s.

Pursuant to FINRA Rule

5110(e)(1), these securities will not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short

sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of

180 days beginning on the date of commencement of sales of the Initial Public Offering, except as provided in FINRA Rule 5110(e)(2).

COMMITMENTS AND CONTINGENCIES

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beginning on the effective date of the registration statement relating to the Initial Public Offering.

Company purchased the 2,608,680 units to cover over-allotments at the Initial Public Offering price.

underwriter purchased the 2,608,680 units to cover over-allotments at the Initial Public Offering price.

underwriter received a cash underwriting discount of (i) one and one-quarter percent ( 1.25 %) of the gross proceeds of the Initial Public

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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.

of the Business Combination, pursuant to the underwriting agreement dated November 18, 2021 (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.

Support Agreement

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Rights Agreement

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.

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.

the closing of the Business Combination, 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

The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to

certain requirements and customary conditions.

the closing of the Business Combination, 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.

of First Refusal

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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.

In accordance with FINRA Rule 5110(g)(6)(A), such

right of first refusal shall not have a duration of more than three years from the commencement of sales of the Initial Public Offering.

and Uncertainties

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

At June 30, 2023

At September 30,

2023 and December 31, 2022, there were no preferred shares issued or outstanding.

1 unchanged sentence

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

At September 30, 2023 and December

31, 2022, there were no Class A ordinary shares issued and outstanding (excluding the 7,408,425 shares subject to redemption as of September

30, 2023 and 19,999,880 shares subject to redemption as of December 31, 2022, respectively).

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

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

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.

At September 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 September 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 September 30, 2022, the initial

shareholders own approximately 44.1 % 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

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the warrants become exercisable, the Company may redeem the Public Warrants:

whole and not in part;

a price of $ 0.01 per warrant;

any time after the warrants become exercisable,

not less than 30 days’ prior written notice of redemption to each warrant holder;

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

, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants.

in whole and not in part;

at a price of $ 0.01 per

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;

if , and only if, there

is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

30 unchanged sentences

exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial Business

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.

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

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

Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

INITIAL BUSINESS COMBINATION

August 3, 2022, INFINT entered into the Business Combination Agreement with Merger Sub and Seamless.

August 3, 2022, INFINT entered into the Business Combination Agreement with Merger Sub and Seamless, which was amended by an amendment

dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023.

The Business Combination Agreement

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the effective time, by virtue of the Merger:

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;

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.

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.

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.

Statement/Prospectus and INFINT Shareholder Meeting

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, April 18, 2023, June 9, 2023 and August 11, 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 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

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events that would have required adjustment or disclosure in the condensed financial statements.

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

August 2023 until October 2023, in accordance with the approval of the Second Extension Proposal, the lesser of (x) $ 160,000 and (y)

$ 0.04 per public share multiplied by the number of public shares outstanding on each Contribution Date were deposited into the Trust

As of November 17, a total of $ 640,000 has been deposited to the Trust Account as Contributions, of which, $ 320,000 was made after September 30, 2023.

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