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Item 2. Management’s Discussion and Analysis

2023-11-20 compared with 2023-08-14 · 130 added, 112 removed, 132 unchanged (65% of the section changed)

39 unchanged sentences

November 22, 2022, in accordance with the terms of the Business Combination Agreement, as amended, Seamless deposited additional funds

in the amount of $2,999,982 to the trust account (the “Trust Account”) to automatically extend the date by with the Company

must consummate a business combination from November 23, 2022 to February 23, 2023.

On February 13, 2023, at the extraordinary general

meeting the Company’s shareholders approved a special resolution (the “Extension Proposal”) to amend the Company’s

amended and restated memorandum and articles of association (the “Charter”) to extend the date that the Company has to consummate

a business combination from February 23, 2023 to August 23, 2023, or such earlier date as determined by the Company’s board of

directors (such date, the “Extended Date”).

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

of the Extension Proposal.

Accordingly, the Company now has until August 23, 2023 to consummate its initial business combination.

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

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

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

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

Seamless to the Trust Account as of June 30, 2023, and the required contributions will continue to be deposited on or before the

23rd day of each subsequent calendar month into the Trust Account until August 23, 2023 or such earlier date that the board

determines to liquidate INFINT or the date an initial business combination is completed .

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

Seamless to the Trust Account.

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

August 2, 2023, the Company filed a Definitive Schedule 14A relating to an extraordinary general meeting of shareholders to be held on

August 18, 2023, at 12:00 p.m., Eastern Time, to approve an amendment to the Company’s Charter which would, if implemented, allow

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

The Company will also seek shareholder approval for the adjournment of the extraordinary general meeting to a later date or dates, if

necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection

with, the approval of the Second Extension Proposal.

in the amount of $2,999,982 to the Trust Account to automatically extend the date by with the Company must consummate a business combination

from November 23, 2022 to February 23, 2023.

On February 13, 2023, at the extraordinary general meeting the Company’s shareholders

approved the First Extension Proposal to amend the Company’s 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 combination.

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 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.

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 combination.

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.

accordance with the Business Combination Agreement, as amended, and the approval of the Second Extension Proposal, additional funds in

the amount of $160,000 were deposited into the Trust Account as of September 30, 2023, and the required contributions will continue to

be deposited on or before the 23rd day of each subsequent calendar month into the Trust Account until February 23, 2024 or such earlier

date that the board determines to liquidate the Company or the date an initial business combination is completed.

As of November 17, 2023 ,

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

of Operations

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

a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business

We generate non-operating income in the form of interest income on marketable securities held in the Trust Account.

incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well

as for due diligence expenses.

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

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

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

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

identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion

of our Business Combination.

We generate non-operating income in the form of interest income on marketable securities held in the Trust

We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses.

three months ended September 30, 2023, we had net income of $679,159, which consisted of operating costs of $533,016, offset by interest

earned on marketable securities held in the Trust Account of $1,232,175.

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

nine months ended September 30, 2023, we had net income of $2,399,326, which consisted of operating costs of $1,682,782, offset by interest

earned on marketable securities held in the Trust Account of $4,082,108.

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

the three months ended September 30,2022, we had net loss of $202,169, which consisted of operating costs of $1,118,431, offset by interest

earned on marketable securities held in the Trust Account of $916,262.

the nine months ended September 30,2022, we had net loss of $1,648,235, which consisted of operating costs of $2,859,058, offset by interest

earned on marketable securities held in the Trust Account of $1,210,823.

and Capital Resources

November 23, 2021, the Company consummated the Initial Public Offering of 17,391,200 of its units (“Units”).

Each Unit consists

of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant, with each whole warrant (“Warrant”)

entitling the holder to purchase one ordinary share at a price of $11.50 per share.

The Units were sold at an offering price of $10.00

per Unit, generating gross proceeds of $173,912,000.

November 23, 2021, the Company consummated the Initial Public Offering of 17,391,200 of Units.

Each Unit consists of one Class A ordinary

share, $0.0001 par value per share, and one-half of one redeemable warrant, with each whole warrant (“Warrant”) entitling

the holder to purchase one ordinary share at a price of $11.50 per share.

The Units were sold at an offering price of $10.00 per Unit,

generating gross proceeds of $173,912,000.

Simultaneously

with the consummation of the Initial Public Offering, the Company consummated the private placement of 7,032,580 warrants at a price

of $1.00 per private warrant (“Private Warrant”), generating total proceeds of $7,032,580, to the Sponsor.

The Private Warrants

are identical to the Warrants sold in the Initial Public Offering.

November 23, 2021, the Company consummated the sale of an additional 764,262 Private Warrants in connection with the underwriter’s

of $1.00 per Private Placement Warrant, generating total proceeds of $7,032,580, to the Sponsor.

The Private Placement Warrants are identical

to the Warrants sold in the Initial Public Offering.

November 23, 2021, the Company consummated the sale of an additional 764,262 Private Placement Warrants in connection with the underwriter’s

exercise of its over-allotment option to purchase an additional 2,608,680 Units for gross proceeds of $26,086,800.

The Private Warrants

were sold at $1.00 per Private Warrant, generating additional gross proceeds of $764,262.

Following the closing of the over-allotment

option, the Company generated total gross proceeds of $207,795,642 from the Initial Public Offering and the Private Placement, of which

the Company raised $199,998,800 in the Initial Public Offering, $7,796,842 in the Private Placement and of which $202,998,782 was placed

in the Company’s Trust Account established in connection with the Initial Public Offering.

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

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

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

Changes in operating assets and

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

The Private Placement

Warrants were sold at $1.00 per Private Placement Warrant, generating additional gross proceeds of $764,262.

Following the closing of

the over-allotment option, the Company generated total gross proceeds of $207,795,642 from the Initial Public Offering and the Private

Placement, of which the Company raised $199,998,800 in the Initial Public Offering, $7,796,842 in the Private Placement and of which

$202,998,782 was placed in the Company’s Trust Account established in connection with the Initial Public Offering.

the nine months ended September 30, 2023, cash used in operating activities was $440,994.

Net income of $2,399,326 was offset by interest

earned on marketable securities held in the Trust Account of $4,082,108.

Changes in operating assets

and liabilities used $1,241,788 of cash for operating activities.

Cash from investing activities consisted of cash withdrawn from the trust

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capital loan of $250,000.

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

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

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

Changes in operating assets and liabilities used $1,488,927 of cash for

operating activities.

June 30, 2023, we had marketable securities held in the Trust Account of $103,922,959 consisting of securities held in a money market

fund and government bonds that invests in United States government treasury bills, bonds or notes with a maturity of 185 days or less.

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

We intend to use substantially

all of the funds held in the Trust Account, to acquire a target business and to pay our expenses relating thereto.

To the extent that

our capital stock is used in whole or in part as consideration to effect a Business Combination, the remaining funds held in the Trust

Account will be used as working capital to finance the operations of the target business.

Such working capital funds could be used in

a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing,

research and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’

fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust Account

were insufficient to cover such expenses.

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

these funds primarily to find and evaluate target businesses, perform business, legal, and accounting due diligence on prospective target

businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or

owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a

Business Combination.

The interest income earned on the investments in our trust account are unavailable to fund operating expenses.

the nine months ended September 30, 2022, cash used in operating activities was $(523,192).

Net loss of $1,648,235 was offset by interest

earned on marketable securities held in the Trust Account of $1,210,823.

Changes in operating assets and liabilities used $2,335,866

of cash for operating activities.

September 30, 2023, we had marketable securities held in the Trust Account of $ 81,950,013

consisting of securities held in a money market fund and government bonds that invests in United States government treasury bills, bonds

or notes with a maturity of 185 days or less.

Through September 30, 2023, we did not withdraw any interest earned on the Trust Account

to pay our taxes.

We intend to use substantially all of the funds held in the Trust Account, to acquire a target business and to pay

our expenses relating thereto.

To the extent that our capital stock is used in whole or in part as consideration to effect a Business

Combination, the remaining funds held in the Trust Account will be used as working capital to finance the operations of the target business.

Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations,

for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to

repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination if the

funds available to us outside of the Trust Account were insufficient to cover such expenses.

September 30, 2023, we have available to us $ 80,473 of cash on our operating account and

working capital deficit of $ 4,171,122 .

We will use these funds primarily to find and evaluate

target businesses, perform business, legal, and accounting due diligence on prospective target businesses, travel to and from the offices,

plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material

agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

The interest income earned

on the investments in our trust account are unavailable to fund operating expenses.

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,

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of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

As of June 30, 2023, $75,000 is

outstanding under the Note.

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 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 issued by the Company at the time

of its Initial Public Offering, as described in the prospectus for the Initial Public Offering, dated November 22, 2021 and filed with

the SEC, 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 and payable.

As of September 30, 2023, $250,000 is outstanding

under the Note.

will have until the Extended Date to consummate our initial Business Combination.

In accordance

with the Business Combination Agreement, as amended, on February 23, 2023 and the 23rd day of each subsequent calendar month until

the Extension Date, the lesser of (x) $290,000 and (y) $0.06 per public share multiplied by the number of public shares outstanding on

such applicable date will be deposited into the Company’s Trust Account.

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

been deposited into the Trust Account.

with the Business Combination Agreement, as amended, and the approval of the Second Extension Proposal, additional funds in the amount

of $160,000 were deposited into the Trust Account as of September 30, 2023, and the required contributions will continue to be deposited

on or before the 23rd day of each subsequent calendar month into the Trust Account until February 23, 2024 or such earlier date that

the board determines to liquidate INFINT the Company or the date an initial business combination is completed.

As of November 17, 2023 ,

a total of $640,000 has been deposited to the Trust Account as required contributions.

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

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through proceeds from notes payable and from the issuance of common stock.

However, the $11,816 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.

Additionally, the Combination Period

is less than one year from the date of the issuance of the financial statements.

As a result, there is substantial doubt that the Company

can sustain operations for a period of at least one-year from the issuance date of these financial statements for the next twelve months

from the issuance of these financial statements.

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

identifying a target company for a Business Combination.

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

Additionally, the Combination Period is less than one year from the date of the issuance of the financial statements.

a result, there is substantial doubt that the Company can sustain operations for a period of at least one-year from the issuance date

of these financial statements for the next twelve months from the issuance of these financial statements.

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

and identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion

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Sheet Financing Arrangements

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

We do not participate

in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest

entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into

any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,

or purchased any non-financial assets.

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

not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as

variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement

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considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events.

at 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.

at September 30, 2023, the Class A ordinary shares subject to possible redemption in the amount of $ 81,950,0138

are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

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

11 unchanged sentences

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.

Accounting Standards

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis