What changed in this filing

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Item 1. Business

2024-03-27 compared with 2023-03-22 · 287 added, 249 removed, 576 unchanged (48% of the section changed)

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to create value for our shareholders in the public markets.

we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus our

search on a target that aligns with the background and experience of Sponsor in the financial services and technology sector.

financial services and technology, we expect to focus primarily on companies serving five sub-sectors:

Banking & Payments, Capital

Markets, Data & Analytics, Insurance and Investment Management.

We seek financial technology companies in these sub-sectors that

exhibit infrastructure-like characteristics and are strategically important to their customers and are also able to rapidly generate

attractive risk-adjusted returns for stockholders.

Furthermore, we believe that Sponsor’s fully integrated platform of investment

expertise, industry perspective and skillset, and technological and innovation capabilities could radically change the trajectory of

such companies.

we may pursue an acquisition opportunity in any business, industry, sector or geographical location, if the proposed business

combination with Seamless is not completed, we intend to focus our search on a target that aligns with the background and experience

of Sponsor in the financial services and technology sector.

Within financial services and technology, we expect to focus primarily

on companies serving five sub-sectors:

Banking & Payments, Capital Markets, Data & Analytics, Insurance and Investment

We seek financial technology companies in these sub-sectors that exhibit infrastructure-like characteristics and are

strategically important to their customers and are also able to rapidly generate attractive risk-adjusted returns for shareholders.

Furthermore, we believe that Sponsor’s fully integrated platform of investment expertise, industry perspective and skillset,

and technological and innovation capabilities could radically change the trajectory of such companies.

November 23, 2021, the Company consummated an initial public offering (the “IPO,” or the “Initial Public

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closed simultaneously with the closing of the IPO (the “Private Placement”).

The Company has listed the Units on the New York Stock Exchange

On November 23, 2021, the underwriters exercised their over-allotment

option in full, according to which the Company consummated the sale of an additional 2,608,680 Units, at $10.00 per Unit, and the

sale of an additional 764,262 Private Warrants, at $1.00 per Private Warrant.

Following the closing of the over-allotment option,

the Company generated total gross proceeds of $207,795,642 from the IPO and the Private Placement, of which the Company raised

$199,998,880 in the IPO, $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 IPO.

Each Unit consists of one Class A ordinary

share, $0.0001 par value per share, and one-half of one warrant (each, a “Public Warrant” and collectively, the

“Public Warrants”), with each whole warrant entitling the holder to purchase one ordinary share at a price of $11.50 per

The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $173,912,000.

The Company has

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

On November 23, 2021, the underwriters exercised their

over-allotment option in full, according to which the Company consummated the sale of an additional 2,608,680 Units, at $10.00 per

Unit, and the sale of an additional 764,262 Private Warrants, at $1.00 per Private Warrant.

Following the closing of the

over-allotment option, the Company generated total gross proceeds of $207,795,642 from the IPO and the Private Placement, of which

the Company raised $199,998,880 in the IPO, $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 IPO.

the notice of delisting and suspension of trading of Public Warrants by the NYSE due to “abnormally low” price levels,

Public Warrants were delisted from the NYSE effective December 13, 2023 and the trading in Public Shares and Units continues on NYSE.

Business Combination

August 3, 2022, the Company entered into that certain Business Combination Agreement among the Company, FINTECH Merger Sub Corp., a Cayman

Islands exempted company and a wholly owned subsidiary of INFINT (“Merger Sub”), and Seamless, a Cayman Islands

exempted company (as amended, the “Business Combination Agreement”), pursuant to which Merger Sub

will merge with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of the Company (the “Merger”

and the Merger and the other transactions contemplated by the Business Combination Agreement, together, the “Business Combination”).

The closing of the Business Combination (the “Closing”) is subject to customary conditions of the respective parties, including

the approval of the Business Combination by the Company’s shareholders.

On August 3, 2022, the Company, entered into a business combination agreement,

which was amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023

(as amended and it may be further amended from time to time, collectively, the “Business Combination Agreement”), with FINTECH

Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of INFINT (“Merger Sub”), and Seamless Group

Inc., a Cayman Islands exempted company (“Seamless”).

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, with Seamless

surviving the merger as a wholly owned subsidiary of the Company (the “merger” and the merger and the other transactions contemplated

by the Business Combination Agreement, together, the “Business Combination”).

The closing of the

Business Combination (the “Closing”) is subject to customary conditions of the respective parties, including the approval

of the Business Combination by the Company’s shareholders.

Support Agreement

with the execution of the Business Combination Agreement, the Company, the holders of Seamless’ shares (“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 (as defined below) 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 transactions, (c) not transfer

their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at or prior to

with the execution of the Business Combination Agreement, the Company, the holders of Seamless’ shares (“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 transactions, (c) not transfer their respective Seamless shares and (d) terminate the Seamless’ shareholders’

agreement at or prior to Closing.

Support Agreement

with the execution of the Business Combination Agreement, Sponsor, the Company and Seamless had entered into the Sponsor Support

Agreement, pursuant to which, among other things, Sponsor agreed to (a) vote at the Company’s shareholders’ meeting in

favor of the Business Combination Agreement and the Proposed Transactions (as defined below), (b) abstain from redeeming any Sponsor founder shares in

connection with the Proposed Transactions (as defined below), and (c) waive certain anti-dilution provisions contained in the Charter.

with the execution of the Business Combination Agreement, Sponsor, the Company and Seamless had entered into the Sponsor Support Agreement,

pursuant to which, among other things, Sponsor agreed to (a) vote at the Company’s shareholders’ meeting in favor of the

Business Combination Agreement and the Proposed Transactions (as defined below), (b) abstain from redeeming any Sponsor founder shares

in connection with the Proposed Transactions (as defined below), and (c) waive certain anti-dilution provisions contained in the Charter

(as defined below).

Rights Agreement

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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, the New INFINT Ordinary Shares (as defined therein) 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.

Business Combination, the Business Combination Agreement, as amended, the Shareholder Support Agreement, the Sponsor Support Agreement,

the Registration Rights Agreement and the Lock-Up Agreement are more fully described in Note 6 to the financial statements included

in Item 8 of this Annual Report.

A copy (or form) of each of the foregoing agreements was included as an exhibit to the Current Report

on Form 8-K filed with the SEC on August 9, 2022 and is also filed as an exhibit to this Annual Report.

specifically stated, this Annual Report does not give effect to Business Combination and does not contain the risks associated with

the Business Combination.

Such risks and effects relating to the Business Combination are more fully disclosed in our preliminary

prospectus/proxy statement included in a Registration Statement on Form S-4, filed with the SEC on September 30, 2022 and amended on

December 1, 2022 and February 13, 2023.

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, the New INFINT Ordinary Shares (as defined therein) 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.

Business Combination, the Business Combination Agreement, as amended, the Shareholder Support Agreement, the Sponsor Support

Agreement, the Registration Rights Agreement and the Lock-Up Agreement are more fully described in Note 1 and Note 6 to the

financial statements included in Item 8 of this Annual Report.

A copy (or form) of each of the foregoing agreements was included as

an exhibit to the Current Report on Form 8-K filed with the SEC on August 9, 2022 and is also filed as an exhibit to this Annual

specifically stated, this Annual Report does not give effect to Business Combination and does not contain the risks associated with the

Business Combination.

Such risks and effects relating to the Business Combination are more fully disclosed in our preliminary prospectus/proxy

statement included in a Registration Statement on Form S-4, filed with the SEC on September 30, 2022 and amended on December 1, 2022,

February 13, 2023, April 18, 2023, June 9, 2023, August 11, 2023, and December 7, 2023.

accordance with the provisions of the Amended and Restated Memorandum and Articles of Association of the Company (the “Charter”)

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23, 2022 to February 23, 2023.

February 14, 2023, the Company’s shareholders approved an amendment to the Charter (the “Extension Amendment”).

The Extension Amendment

extends the date by which the Company must consummate its initial business combination (the “Extension”) from February 23, 2023, upon

additional funds being deposited into the Company’s Trust Account to August

23, 2023, or such earlier date as determined by the Company’s board of directors (the “Board,” such date, the “Extended Date”).

connection with the shareholder vote to approve the Extension Amendment, the holders of 10,415,452 Class A ordinary shares property 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.

February 14, 2023, the Company’s shareholders approved an amendment to the Charter (the “First Extension

The First Extension Amendment extended the date by which the Company must consummate its initial business

combination (the “First Extension”) from February 23, 2023, upon additional funds being deposited into the

Company’s Trust Account to August 23, 2023, or such earlier date as determined by the Company’s board of directors (the

“Board”and such date, as may be further extended by vote of the Company’s shareholders, the “First Extended

In connection with the shareholder vote to approve the First Extension Amendment, the holders of 10,415,452 Class A

ordinary shares property 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

August 18, 2023, the Company’s shareholders approved an amendment to the Charter to extend the date by which it has to

consummate a Business Combination (the “Second Extension”) from August 23, 2023 to February 23, 2024, or such earlier

date as determined by the Board (such date, as may be further extended by vote of the Company’s shareholders, the “Second Extended Date”).

In connection with the votes to approve the Second Extension,

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 Company’s Trust Account.

February 16, 2024, the Company’s shareholders approved an amendment to the Charter to extend the date by which it has to

consummate a Business Combination (the “Third Extension”) from February 23, 2024 to November 23, 2024, or such earlier

date as determined by the Board (such date, as may be further extended by vote of the Company’s shareholders, the “Third Extended Date”).

In connection with the votes to approve the Third Extension,

the holders of 2,661,404 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a

redemption price of approximately $11.36 per share, for an aggregate redemption amount of approximately $30.26 million, leaving

approximately $53.97 million in the Company’s Trust Account.

In accordance with the Business Combination Agreement, as amended, additional funds in the amount of $80,000 were

deposited by Seamless to the Trust Account on February 20, 2024, 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 the Third Extended Date or the date an initial business combination

is completed.

Company was founded by our Sponsor, which was founded by a talented group of financial services and technology industry experts who have

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We believe the background and experience of our Sponsor members will allow us to source, identify and execute an attractive

transaction for our stockholders.

transaction for our shareholders.

Sponsor represents a tightly knit team of industry executives with extensive investment, operating and innovating experience in financial

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services and consulting firm.

Weinstein is the Chairman of the Board and is considered independent.

Weinstein is the Chairman of the Board and is one of the Company’s independent directors.

Weinstein serves as an Investment Manager at Eastmore Group

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having held senior leadership positions in large financial institutions.

Moradzadeh is a member of the Board and is considered independent.

Moradzadeh is a member of the Board and is one of the Company’s independent directors.

Michael Moradzadeh is a Founding Partner and the Chief Executive Officer

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with a focus on the financial technology industry, along with his extensive private company experience.

Cameron is a member of the Board and is considered independent.

Cameron is a strategic, C-level data security and risk management

executive who drives enterprise profitability and protects stakeholders by securing information assets, managing cyber risk, and enabling

business strategies.

Cameron is a member of the Board and is one of the Company’s independent directors.

Cameron is a strategic, C-level data security

and risk management executive who drives enterprise profitability and protects stakeholders by securing information assets, managing

cyber risk, and enabling business strategies.

From April of 2017 to September of 2020, Mr.

Cameron acted as Senior Vice President and Chief Security Officer for

US, UK, and France-based operations of AXA XL, a multi-line global insurance and reinsurance companies and was accountable for driving

cultural and organizational change throughout the entities and implementing a sustainable cost effective information security practice.

Cameron acted as Senior Vice President

and Chief Security Officer for US, UK, and France-based operations of AXA XL, a multi-line global insurance and reinsurance

companies and was accountable for driving cultural and organizational change throughout the entities and implementing a sustainable

cost effective information security practice.

As a key advisor, Mr.

Cameron’s duties included global management responsibilities covering cyber security, business continuity

management and physical security as well as global responsibility for the overall information risk management programs, including the

company’s information risk and security strategies, tactics, planning, governance, architecture, and operations.

At XL Global Services,

Inc., another insurance and reinsurance company, he served as Senior Vice President, Chief Information Security Officer, and VP of Information

Risk from 2002 through April of 2017.

At XL Global Services, he had global responsibility for overall Information Risk Management program,

including the company’s information risk and security strategies, tactics, planning, governance, architecture, and operations.

Cameron is an expert at navigating the complex global regulatory environment (General Data Protection Regulation (“GDPR”), Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), New York State Department of Financial Services (“NYDFS”), International Traffic in Arms Regulations( “ITAR”)) and US regulatory regime

as it pertains to the Committee on Foreign Investment in the United States (the “CFIUS”).

As a firm believer in security for both individuals

and enterprises, Mr.

Cameron achieved an “All Star” designation from Risk and Insurance magazine for his ongoing peer recognition

in security awareness and education.

One of these unique initiatives raised over $10,000 for Medicine Sans Frontier.

As an active member

of various global security consortiums including the FS-ISAC and the European-based Information Security Forum (“ISF”), he participated

in thought leadership efforts to create a global information security culture.

Additionally, he continuously participates in round table

and panel discussions at international conferences to further entrench the security mindset and awareness.

Cameron holds and maintains

a Certified Information Systems Security Professional (“CISSP”) designation and an Associates in Business from the University of Phoenix.

Cameron’s duties included global management

responsibilities covering cyber security, business continuity management and physical security as well as global responsibility for

the overall information risk management programs, including the company’s information risk and security strategies, tactics,

planning, governance, architecture, and operations.

At XL Global Services, Inc., another insurance and reinsurance company, he

served as Senior Vice President, Chief Information Security Officer, and VP of Information Risk from 2002 through April of 2017.

XL Global Services, he had global responsibility for overall Information Risk Management program, including the company’s

information risk and security strategies, tactics, planning, governance, architecture, and operations.

Cameron is an expert at

navigating the complex global regulatory environment (General Data Protection Regulation (“GDPR”), Health Insurance

Portability and Accountability Act of 1996 (“HIPAA”), New York State Department of Financial Services

(“NYDFS”), International Traffic in Arms Regulations( “ITAR”)) and US regulatory regime as it pertains to

the Committee on Foreign Investment in the United States (the “CFIUS”).

As a firm believer in security for both

individuals and enterprises, Mr.

Cameron achieved an “All Star” designation from Risk and Insurance magazine for his

ongoing peer recognition in security awareness and education.

One of these unique initiatives raised over $10,000 for Medicine Sans

As an active member of various global security consortiums including the FS-ISAC and the European-based Information

Security Forum (“ISF”), he participated in thought leadership efforts to create a global information security culture.

Additionally, he continuously participates in round table and panel discussions at international conferences to further entrench the

security mindset and awareness.

Cameron holds and maintains a Certified Information Systems Security Professional

(“CISSP”) designation and an Associates in Business from the University of Phoenix.

believe that Mr.

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Security, Business Continuity Management and Regulatory Affairs.

Huang is a member of the Board and is considered independent.

Huang currently serves as Senior Vice President, Consumer Lines Strategy

at Oscar Health, Inc.

OSCR), a technology-driven health insurance company dedicated to creating a better healthcare experience

for members with inclusive products and services.

She served as Senior Vice President, Head of Individual Business, at Oscar Health,

from October 2020 to Nov 2021 and Senior Vice President, Commercial Finance, at Oscar Health, Inc.

Huang is a member of the Board and is one of the Company’s independent directors.

Huang currently serves as Global Life &

Health Chief Actuary for Gen Re, an American multinational property/casualty and life/health reinsurance company.

as Senior Vice President, Consumer Lines Strategy at Oscar Health, Inc.

OSCR), a technology-driven health insurance company

dedicated to creating a better healthcare experience for members with inclusive products and services from November 2021 to October

She served as Senior Vice President, Head of Individual Business, at Oscar Health, Inc.

from October 2020 to Nov 2021 and

Senior Vice President, Commercial Finance, at Oscar Health, Inc.

from February 2020 to October 2020.

Huang has prior experience at the multinational fintech giant Ant Group, where she acted as President and Chief Executive Officer

of Ant Technologies US and Head of Intelligent Product and Services at Ant Financial from October 2017 to June 2019, focusing on inclusive

financial service innovation and partnership.

Huang has prior experience

at the multinational fintech giant Ant Group, where she acted as President and Chief Executive Officer of Ant Technologies US and

Head of Intelligent Product and Services at Ant Financial from October 2017 to June 2019, focusing on inclusive financial service

innovation and partnership.

Prior to joining Ant Financial, Ms.

Huang was Senior Managing Director, Global Treasury

from April 2016 to September 2017 at AIG, a multi-line global insurer, responsible for group capital assessment including rating agency

and Basel requirements, engagement in the development of IAIS Insurance Capital Standards, and various regulatory requirements with domestic

Huang was Senior Managing Director, Global Treasury from April 2016

to September 2017 at AIG, a multi-line global insurer, responsible for group capital assessment including rating agency and Basel

requirements, engagement in the development of IAIS Insurance Capital Standards, and various regulatory requirements with domestic

and international regulators.

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Huang was an adjunct faculty member of Columbia University’s Masters of Science program, Enterprise Risk Management.

a Bachelor of Science degree in Physics from Fudan University and a Ph.D.

in Computational Biology from New York University.

She holds a Bachelor of Science degree in Physics from Fudan University and a Ph.D.

in Computational Biology from New York

believe that Ms.

Huang’s qualifications to serve on our Board include her extensive experience in M&A, financial and risk management,

regulatory engagement in global settings, and global experience in product development and go-to-market on financial service innovation.

Huang is a Fellow of the Society of Actuaries, and a member of the American Academy of Actuaries.

Novikov is a member of the Board and is considered independent.

Novikov has since June of 2019 acted as Chief Executive Officer of

Cardpay Mexico SAPI de CV, a Europe-based provider of physical and virtual payment services in Mexico.

The company offers a wide range

of services and a global merchant acquirer on a mission to enable fast, convenient, and secure payments for the businesses worldwide.

Meanwhile, since November of 2019, he acts as Chief Financial Officer of Yunhong International (NASDAQ:

Huang’s qualifications to serve on our Board include her extensive experience in M&A, insurance,

financial and risk management, regulatory engagement in global settings, and global experience in product development and

go-to-market on financial service innovation.

Huang is a Fellow of the Society of Actuaries, and a member of the American

Academy of Actuaries.

Novikov is a member of the Board and is one of the Company’s independent directors.

Novikov has since June of 2019 acted as Chief

Executive Officer of Cardpay Mexico SAPI de CV, a Europe-based provider of physical and virtual payment services in Mexico.

company offers a wide range of services and a global merchant acquirer on a mission to enable fast, convenient, and secure payments

for the businesses worldwide.

Meanwhile, since November of 2019, he acts as Chief Financial Officer of Yunhong International

ZGYH), a Cayman Islands special purpose acquisition companies (“SPACs”).

Since 2014, Mr.

Novikov serves as a member of the board of directors of Innovative Payment Solutions, Inc.

IPSI), a US-based provider

of physical and virtual payment services in Mexico.

Novikov serves as a

member of the board of directors of Innovative Payment Solutions, Inc.

IPSI), a US-based provider of physical and virtual

payment services in Mexico.

From 2008 to 2014, Mr.

Novikov served as Vice President of QIWI PLC (NASDAQ:

and was primarily responsible for international business development and merger and acquisition transactions.

QIWI) and was primarily

responsible for international business development and merger and acquisition transactions.

From 1999 to 2007, Mr.

Novikov served as the Deputy Director General of Bela Catarina Ltd., a Portuguese-Russian trading and manufacturing company.

Novikov served as

the Deputy Director General of Bela Catarina Ltd., a Portuguese-Russian trading and manufacturing company.

His responsibilities

included negotiating with customers and partners in foreign countries, organizing the marketing events in Russia and Belarus, and implementing

new sales analysis methods for business development and expansion.

included negotiating with customers and partners in foreign countries, organizing the marketing events in Russia and Belarus, and

implementing new sales analysis methods for business development and expansion.

From 1996 to 1999, Mr.

Novikov founded and managed Kvalitet Ltd.,

a trade company where he was involved in business development and implementation of innovative sales technology.

He received an undergraduate

degree from Moscow State Technological University Stankin.

Novikov founded and managed

Kvalitet Ltd., a trade company where he was involved in business development and implementation of innovative sales technology.

received an undergraduate degree from Moscow State Technological University Stankin.

believe that Mr.

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has extensive experience and managerial skills in the international trade, FinTech, e-commerce, and financial industries.

Chen is a member of the Board and a founder of our Sponsor.

is Chairman and Chief Executive Officer of Edoc Acquisition Corporation

ADOC), a SPAC focused on businesses in the North American and Asian-Pacific healthcare and healthcare provider sectors, since

August of 2020.

Chen also has since February of 2019 served as a member of the board of directors of Horizon Global Access Fund,

a segregate, Cayman Islands-based, portfolio of Flagship Healthcare Properties Fund, which is a leading U.S.

Chen is a member of the Board and a co-founder of our Sponsor.

Chen is Chairman and Chief Executive Officer of Edoc Acquisition

Corporation (NASDAQ:

ADOC), a SPAC focused on businesses in the North American and Asian-Pacific healthcare and healthcare provider

sectors, since August of 2020.

Chen also has since February of 2019 served as a member of the board of directors of Horizon

Global Access Fund, a segregate, Cayman Islands-based, portfolio of Flagship Healthcare Properties Fund, which is a leading U.S.

Healthcare REIT.

has also acted as Chief Investment Officer and Chief Economist of Horizon Financial, a New York-based investment management firm that

offers cross-border solutions for global clients, with a specialty in investment in U.S.

healthcare facilities, since January of 2018.

Chen has also acted as Chief Investment Officer and Chief Economist of Horizon Financial, a New York-based

investment management firm that offers cross-border solutions for global clients, with a specialty in investment in U.S.

facilities, since January of 2018.

He is responsible for advising clients investing in healthcare facilities in the United States.

In addition, Mr.

Chen currently serves

as a Manager of ACM Macro LLC, a registered investment advisor and affiliated entity of Horizon Financial Advisors LLC.

position in June 2017.

Chen currently serves as a Manager of ACM Macro LLC, a registered investment advisor and affiliated entity of

Horizon Financial Advisors LLC.

He took this position in June 2017.

From 2013 to 2017, Mr.

Chen managed portfolios at several investment firms that were not registered with the Financial Industry Regulatory Authority (the “FINRA”).

From January of 2017 to June 2017, Mr.

Chen managed portfolios at several

investment firms that were not registered with the Financial Industry Regulatory Authority (the “FINRA”).

of 2017 to June 2017, Mr.

Chen acted as Chief Strategist at Hywin Capital Management, LLC.

Chen was the Chief Investment

Officer at Three Mountain Capital Management LP from August of 2013 until January of 2017.

He has extensive experience with and has cultivated

a broad network in investment management, particularly in the context of healthcare facilities.

In his extensive business experience,

Chen held essential positions such as co-founder and vice-chairman of the Absolute Return Investment Management Association of China,

director of asset allocation at Morgan Stanley from August 2004 to August 2008, and manager at China Development Bank from September

1998 to August 2000.

Chen has been a guest speaker at Harvard University, Fordham University, Pace University, and IESE Business

He is a former member of the Adjunct Advisory Committee and former Interim Head of the Private Sector Concentration program of

Master of Science in Global Affairs, New York University, and has been an adjunct professor in the Center for Global Affairs there since

He received his PhD in Finance from the Financial Asset Management Engineering Center at University of Lausanne, Switzerland, an

MBA in Finance from the Center for Economic Research, Tilburg University in the Netherlands, and a B.A.

in Economics from the Renmin

University of China in Beijing, China.

Chen was the Chief Investment Officer

at Three Mountain Capital Management LP from August of 2013 until January of 2017.

He has extensive experience with and has

cultivated a broad network in investment management, particularly in the context of healthcare facilities.

In his extensive business

experience, Mr.

Chen held essential positions such as co-founder and vice-chairman of the Absolute Return Investment Management

Association of China, director of asset allocation at Morgan Stanley from August 2004 to August 2008, and manager at China

Development Bank from September 1998 to August 2000.

Chen has been a guest speaker at Harvard University, Fordham University,

Pace University, and IESE Business School.

He is a former member of the Adjunct Advisory Committee and former Interim Head of the

Private Sector Concentration program of Master of Science in Global Affairs, New York University, and has been an adjunct professor

in the Center for Global Affairs there since 2012.

He received his PhD in Finance from the Financial Asset Management Engineering

Center at University of Lausanne, Switzerland, an MBA in Finance from the Center for Economic Research, Tilburg University in the

Netherlands, and a B.A.

in Economics from the Renmin University of China in Beijing, China.

believe that Mr.

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experience in senior management.

are advised by a strong team of professionals at our Sponsor, with extensive operating and investing experience.

business strategy is to identify and consummate an initial business combination with a target that can benefit from the investment, operating

and innovating experience of our management team.

Specifically, we will focus on opportunities where we can efficiently enact our proven

and replicable value creation strategy, centered around five key pillars (Strategy and M&A, Sales and Marketing, Product Development

Specifically, we focus on opportunities where we can efficiently enact our proven and

replicable value creation strategy, centered around five key pillars (Strategy and M&A, Sales and Marketing, Product Development

and Innovation, Operational Improvements, Talent).

we may pursue targets in any industry, we are focused on making investments in growth equity and buyout transactions in respect of which

we can exercise control and/or significant influence focused on financial technology, generally headquartered in North America,

Asia, Latin America, Europe and Israel, provided, however, that we have no intention of ever conducting our principal operations in,

or acquiring any business that is based in, or which does business in, China or Hong Kong or which uses, or may use, a variable interest

entity structure to conduct China-based operations.

we can exercise control and/or significant influence focused on financial technology, generally headquartered in North America, Asia,

Latin America, Europe and Israel, provided, however, that we have no intention of ever conducting our principal operations in, or acquiring

any business that is based in, or which does business in, China or Hong Kong or which uses, or may use, a variable interest entity structure

to conduct China-based operations.

Specifically,

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are strategically important to their customers.

As such, these business tend to have attractive business models, high recurring revenues,

As such, these businesses tend to have attractive business models, high recurring revenues,

stable earnings, predictable cash flows, and can generate attractive risk-adjusted returns for shareholders.

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of business combination opportunities.

of our management team have actively begun the search for a target business by communicating with their network of relationships and

other interested parties to articulate our initial business combination criteria, including the parameters of our search for a target

business, and will begin the process of pursuing and reviewing potential opportunities.

with our strategy, we have identified the following general criteria and guidelines, which we believe are essential in evaluating prospective

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We intend to acquire one or more businesses that we believe:

our management team’s and our Sponsor’s extensive network of relationships, which enables access to proprietary and advantaged

our management’s and our Sponsor’s extensive network of relationships, which enables access to proprietary and advantaged

from our Sponsor’s investment expertise, industry perspective and skillset, and technological and innovation capabilities;

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We refer to this as the 80% of net assets test.

If our Board is not

able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent

investment banking firm or another independent entity that commonly renders valuation opinions with respect to satisfaction of such criteria.

We will also provide a summary of any such opinion or report to shareholders in connection with any vote on an initial business combination

in our proxy materials or tender offer documents, as applicable, related to our initial business combination in accordance with Section

1015(b) of Regulation S-K.

If our Board is not able to independently

determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking

firm or another independent entity that commonly renders valuation opinions with respect to satisfaction of such criteria.

provide a summary of any such opinion or report to shareholders in connection with any vote on an initial business combination in our

proxy materials or tender offer documents, as applicable, related to our initial business combination in accordance with Section 1015(b)

of Regulation S-K.

We will also need to obtain the approval of a majority of our disinterested independent directors.

intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

Subject to this

requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses,

although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company

with nominal operations.

We do not intend

to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

Subject to this requirement,

our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although

we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal

anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares

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risk factors.

evaluating a prospective target business, as was the case with Seamless, we expect to conduct a thorough due diligence review which will

encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well

as a review of financial, operational, legal and other information which will be made available to us.

The time required to select and

evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,

are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of

a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses

and will reduce the funds we can use to complete another business combination.

are a Cayman Islands exempted company having its principal place of based in the United States.

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or a payment of principal or interest or other sums due under a debenture or other obligation of us.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to

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 of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation

in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities

less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of

the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary

of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are

deemed to be a large accelerated filer, which means 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”) held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than

$1.0 billion in non-convertible debt securities during the prior three-year period.

References herein to “emerging growth

company” will have the meaning associated with it in the JOBS Act.

are 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”).

As such, we are eligible to 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 of 2002 (the “Sarbanes-Oxley

Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions

from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute

payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading

market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides

that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of

the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can

delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take

advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to

be a large accelerated filer, which means 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”) held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which

we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

References herein to “emerging

growth company” will have the meaning associated with it in the JOBS Act.

Additionally,

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approval of any proposed initial business combination, negatively.

funds available for a business combination in the amount of approximately $94.59 million after payment of $5,999,964 of deferred

underwriting fees and payment of an aggregate redemption amount of approximately $109.31 million as a result of the approval of the Extension Proposal (as

defined below), we offer a target business a variety of options such as creating a liquidity event for its owners, providing

capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the

foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid

to the target business to fit its needs and desires.

However, we have not taken any steps to secure third party financing and there

can be no assurance it will be available to us.

funds available for a business combination in the amount of approximately $47.97 million after payment of $5,999,964 of deferred underwriting

fees and payment of an aggregate redemption amount of approximately $30.26 million as a result of the approval of the Third Extension,

we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential

growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are able to complete

our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility

to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs

However, we have not taken any steps to secure third party financing and there can be no assurance it will be available

Our Initial Business Combination

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completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or

in connection with our initial business combination.

of Business Diversification

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will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion

of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on

of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on

the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding public

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Reporting and Financial Information

have registered our units, Class A ordinary shares and warrants under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and have reporting obligations, including the

have registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the

requirement that we file annual, quarterly and current reports with the SEC.

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In all likelihood, these financial statements

will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America (“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial

statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”).

These financial statement requirements may limit

the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide

such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination

will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America

(“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”),

depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards

of the Public Company Accounting Oversight Board (the “PCAOB”).

These financial statement requirements may limit the pool

of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such

statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination

within the prescribed time frame.

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investment in our securities involves a high degree of risk.

The occurrence of one or more of the events or circumstances described

in the section entitled “Item IA.

Risk Factors,” alone or in combination with other events or circumstances, may

materially adversely affect our business, financial condition and operating results.

In that event, the trading price of our

securities could decline, and you could lose all or part of your investment.

Such risks include, but are not limited to, the

The occurrence of one or more of the events or circumstances described in

the section entitled “Item 1A.

Risk Factors,” alone or in combination with other events or circumstances, may materially

adversely affect our business, financial condition and operating results.

In that event, the trading price of our securities could decline,

and you could lose all or part of your investment.

Such risks include, but are not limited to, the following:

are a recently incorporated company with no operating history and no revenues, and our shareholders have no basis on which to evaluate

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complete the most desirable business combination or optimize our capital structure.

requirement that we consummate an initial business combination prior to August 23, 2023 (or such earlier date as determined by our

Board) may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have

in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline,

requirement that we consummate an initial business combination prior to the Third Extended Date may give potential target businesses leverage over us in negotiating a business combination and may limit the time we

have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline,

which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially

adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.

adversely affected by the past and ongoing impacts of coronavirus (COVID-19) outbreak and the status of debt and equity markets.

we seek shareholder approval of our initial business combination, our initial shareholders, directors, executive officers, advisors

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the net proceeds of the IPO and the sale of the private placement warrants not being held in the Trust Account are insufficient to

allow us to operate until August 23, 2023 (or such earlier date as determined by our Board), it could limit the amount available

allow us to operate the Third Extended Date, it could limit the amount available

to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will

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the country in which we operate.

in our Charter may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our

Class A ordinary shares and could entrench management.

we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome

compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate

an initial business combination and liquidate.

we instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash

in order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act,

we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.

in our Charter may inhibit a takeover of us, which could limit the price investors might

be willing to pay in the future for our Class A ordinary shares and could entrench management.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance

requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any

time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account

in cash until the earlier of the consummation of our initial business combination or our liquidation.

As a result, following the

liquidation of securities in the Trust Account, the interest earned on the funds held in the Trust Account may be materially reduced,

which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses

substantial doubt about our ability to continue as a “going concern.”

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-K

Item 1. Business