What changed in this filing

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Item 1A. Risk Factors

2024-03-27 compared with 2023-03-22 · 440 added, 368 removed, 1414 unchanged (36% of the section changed)

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Related to Our Business and Financial Position

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely

affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

we have no commitments as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding

debt following the IPO, we may choose to incur substantial debt to complete our initial business combination.

We and our officers have

agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim

of any kind in or to the monies held in the Trust Account.

As such, no issuance of debt will affect the per-share amount available for

redemption from the Trust Account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such

financing while the debt security is outstanding;

inability to pay dividends on our Class A ordinary shares;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution

of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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

fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our

Sponsor or management team to fund our search and to complete our initial business combination.

us to operate at least until the Third Extended Date, it could limit the amount available

to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from

our Sponsor or management team to fund our search and to complete our initial business combination.

the net proceeds of the IPO and the sale of the private placement warrants, only $1,600,000 was available to us initially outside the

Trust Account to fund our working capital requirements.

We believe that, upon closing of the IPO and the private placement, the funds

available to us outside of the Trust Account will be sufficient to allow us to operate at least until August 23, 2023 (or such earlier

date as determined by our Board);

however, our estimate might not be accurate.

Of the funds available to us, we could use a portion of

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of our public shares, and our warrants will expire worthless.

September 13, 2023, INFINT 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 (defined below) upon request by INFINT.

Note amended, replaced and superseded in its entirety an unsecured promissory note in the principal amount of up to $150,000, dated May

1, 2023 (the “Original Note”), and any unpaid principal balance of the indebtedness evidenced by the Original 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

date on which INFINT consummates its initial business combination (such date, the “Maturity Date”).

In the event INFINT 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 INFINT at the time of its IPO, including the transfer restrictions applicable thereto.

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 December 31, 2023, $325,000 is outstanding under the Amended Note.

On March 6, 2024, the Company issued an unsecured promissory note (the “Seamless Note”) in the principal

amount of up to $500,000 to Seamless, which may be drawn down from time to time prior to the Maturity Date (upon request by the Company.

The Seamless Note does not bear interest and the principal balance will be payable on the Maturity Date.

The Seamless Note is subject

to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Second Note

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

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely

affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

other than the Amended Note and Seamless Note, we have no commitments as of the date of this Annual Report to issue any notes or other

debt securities, or to otherwise incur outstanding debt following the IPO, we may choose to incur substantial debt to complete our initial

business combination.

We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender

a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account.

As such, no issuance of debt

will affect the per-share amount available for redemption from the Trust Account.

Nevertheless, the incurrence of debt could have a variety

of negative effects, including:

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such

financing while the debt security is outstanding;

inability to pay dividends on our Class A ordinary shares;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution

of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target

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are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by

geopolitical instability due to the ongoing military conflict between Russia and Ukraine.

Our search for a business combination, and

any target business with which we ultimately consummate a business combination, may be materially adversely affected by any negative

impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

geopolitical instability due to the ongoing military conflicts such as those between Russia and Ukraine, and between Israel and Hamas.

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

adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other

geopolitical tensions.

and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the

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so-called Luhansk People’s Republic, including agreement to remove certain Russian financial institutions from the Society for

Worldwide Interbank Financial Telecommunication payment system, expansive ban on imports and exports of products

to and from Russia and ban on exportation of U.S.

Worldwide Interbank Financial Telecommunication payment system, expansive ban on imports and exports of products to and from Russia and

ban on exportation of U.S.

denominated banknotes to Russia or persons locates there.

Additional potential sanctions

and penalties have also been proposed and/or threatened.

Russian military actions and the resulting sanctions could adversely affect

the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more

difficult for us to obtain additional funds.

Any of the abovementioned factors could affect our ability to search for a target and consummate

a business combination.

The extent and duration of the military action, sanctions and resulting market disruptions are impossible to

predict, but could be substantial.

Additional potential sanctions and penalties have

also been proposed and/or threatened.

Russian military actions and the resulting sanctions could adversely affect the global economy

and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to

obtain additional funds.

In early October 2023, Hamas launched assaults against Israeli citizens in Gaza.

Israel has responded aggressively

with operations inside Gaza against Hamas.

The foregoing events have caused substantial regional instability and world-wide concern and

potential involvement.

Any of the abovementioned factors could affect our ability to search for a target and consummate a business combination.

The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial.

Any such disruptions may also magnify the impact of other risks described in this Annual Report.

have identified a material weakness in our internal control over financial reporting as of December 31, 2023.

If we are unable to develop

and maintain an effective system of internal control over financial reporting, we may not be able to accurately report its financial

results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and

operating results.

have identified a material weakness in our internal controls over financial reporting related to the disclosure of the cash flow financing

activities, and investing activities in relation to the redemption of Series A ordinary shares, as further described in our Current Report

on Form 8-K filed with the SEC on August 7, 2023.

A material weakness is a deficiency, or a combination of deficiencies, in internal

control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial

statements will not be prevented or, detected and corrected on a timely basis.

In such a case, we may be unable to maintain compliance

with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements,

investors may lose confidence in our financial reporting, our securities price may decline and we may face litigation as a result.

effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

light of the material weakness identified, although we have to identify and appropriately apply applicable accounting requirements, we

plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand

the nuances of the complex accounting standards that apply our financial statements.

The plans at this time include providing enhanced

access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals

with whom we consult regarding complex accounting applications.

These remediation measures may be time consuming and costly and there

is no assurance that these initiatives will ultimately have the intended effects.

There can be no assurance that the measures taken to

date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Related to Our Proposed Initial Business Combination

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initial shareholders owned 22.58% of our issued and outstanding ordinary shares immediately following the completion of the IPO.

Following the Third Extension, our initial shareholders beneficially own

55.13% of our issued and outstanding ordinary shares.

initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination.

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of the shareholders who attend and vote at a general meeting of the company, including the founder shares.

As a result, in addition to

our initial shareholders’ founder shares, we would need 1,825,673, or 19.05%, of the 9,584,428 public shares sold in the

IPO to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all

outstanding shares are voted).

Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our

initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that we will

obtain the approval of an ordinary resolution, being the requisite shareholder approval for such initial business combination.

Because our initial shareholders own 55.13% of the issued and outstanding ordinary shares, we do not need any public

be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding

shares are voted).

ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business

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the most desirable business combination or optimize our capital structure.

the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption

rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted

for redemption.

If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the

purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third party financing.

In addition, if a larger number of shares are submitted for

redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third party financing.

Raising additional third party financing may involve dilutive equity issuances or the incurrence

of indebtedness at higher than desirable levels.

Furthermore, this dilution would increase to the extent that the anti-dilution provision

of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion

of the Class B ordinary shares at the time of our initial business combination.

In addition, the amount of the deferred underwriting

commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination.

The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred

underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire

deferred underwriting commissions.

The above considerations may limit our ability to complete the most desirable business combination

available to us or optimize our capital structure.

the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their

redemption rights in connection with the approval of the business combination, and therefore will need to structure the transaction based on our expectations as to the number of shares that

will be submitted for redemption.

If our initial business combination agreement requires us to use a portion of the cash in the

Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a

portion of the cash in the Trust Account to meet such requirements, or arrange for third party financing.

In addition, if a larger

number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a

greater portion of the cash in the Trust Account or arrange for third party financing.

Raising additional third-party financing may

involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

Furthermore, this dilution

would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A

ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial

business combination.

In addition, the amount of the deferred underwriting commissions payable to the underwriter will not be

adjusted for any shares that are redeemed in connection with an initial business combination.

The per-share amount we will

distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission

and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting

The above considerations may limit our ability to complete the most desirable business combination available to us or

optimize our capital structure.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability

that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or

requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful

is increased.

If our initial business combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until

we liquidate the Trust Account.

our initial business combination requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires

us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased.

If our initial business combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate

the Trust Account.

If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;

however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account.

In either situation,

you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption

rights until we liquidate or you are able to sell your shares in the open market.

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

however, at such

time our shares may trade at a discount to the pro rata amount per share in the Trust Account.

In either situation, you may suffer a

material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we

liquidate or you are able to sell your shares in the open market.

requirement that we complete our 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

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potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete

our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board).

our initial business combination prior the Third Extended Date.

Consequently, such target

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search for a business combination, and any partner business with which we ultimately complete a business combination, may be materially

adversely affected by the recent coronavirus (COVID-19) pandemic, other events and the status of debt and equity markets.

COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak

of other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business of any

potential target business with which we consummate a business combination could be materially and adversely affected.

we may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability

to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to

negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business

combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which

may emerge concerning the severity of COVID-19 (including variant mutations of the virus) and the actions to contain COVID-19 or

treat its impact, among others.

If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters

or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a

business combination, such as the proposed Business Combination with Seamless, or the operations of a target business with which we

ultimately consummate a business combination, may be materially adversely affected.

addition, our ability to consummate a transaction may be dependent upon its ability to raise equity and debt financing which may be

impacted by COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious

diseases), including as a result of increased market volatility, decreased market liquidity in third-party financing being

unavailable on terms acceptable to us or at all.

we are unable to consummate our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board),

our public shareholders may be forced to wait beyond August 23, 2023 (or such earlier date as determined by our Board) before redemption

from our Trust Account.

we are unable to consummate our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board),

adversely affected by the past and ongoing impacts of coronavirus (COVID-19) pandemic, other events and the status of debt and equity

COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of

other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business of any potential target

business with which we consummate a business combination could be materially and adversely affected.

Furthermore, we may be unable to

complete a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with

potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate

a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combination will depend on future developments,

which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 (including

variant mutations of the virus) and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19

or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an

extensive period of time, our ability to consummate a business combination, such as the proposed business combination with Seamless,

or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

addition, our ability to consummate a transaction may be dependent upon its ability to raise equity and debt financing which may be impacted

by COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including

as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable

to us or at all.

we are unable to consummate our initial business combination prior to the Third Extended Date, our public shareholders may be forced to wait beyond the Third Extended Date before redemption from our Trust Account.

we are unable to consummate our initial business combination prior to the Third Extended Date,

the funds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable

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the applicable provisions of the Companies Act.

In that case, investors may be forced to wait beyond August 23, 2023 (or such earlier

date as determined by our Board) before the redemption proceeds of our Trust Account become available to them, and they receive the return

In that case, investors may be forced to wait beyond the Third Extended Date before the redemption proceeds of our Trust Account become available to them, and they receive the return

of their pro rata portion of the funds from our Trust Account.

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except for the purpose of winding up and we would redeem our public shares and liquidate.

may not be able to find a suitable target business and complete our initial business combination prior to August 23, 2023 (or such earlier

date as determined by our Board).

Our ability to complete our initial business combination may be negatively impacted by general market

conditions, volatility in the capital and debt markets and the other risks described herein.

For example, the COVID-19 pandemic continues

to persist both in the United States and globally and, while the extent of the impact of the pandemic on us will depend on future developments,

it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased

market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

Additionally, the COVID-19 pandemic

may negatively impact businesses we may seek to acquire.

If we have not completed our initial business combination within such time period,

may not be able to find a suitable target business and complete our initial business combination prior to the Third Extended Date.

Our ability to complete our initial business combination may be negatively impacted by general

market conditions, volatility in the capital and debt markets and the other risks described herein.

If we have not completed our initial business combination

within such time period, we 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);

as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate

and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors

and in all cases subject to the other requirements of applicable law.

(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,

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders

and our Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to

provide for claims of creditors and in all cases subject to the other requirements of applicable law.

may attempt to complete our initial business combination with a private company about which little information is available, which may

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combination contained an actionable material misstatement or material omission.

we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with

which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s

expected to focus on financial technologies companies, our efforts to identify a prospective initial business combination target will

not be limited to a particular industry, sector or geographic region, 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.

While we may pursue an initial business combination

opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business

or businesses that can benefit from our management team’s established global relationships and operating experience.

Our management

team has extensive experience in identifying and executing strategic financial technology investments globally.

Our Charter prohibits

us from effectuating a business combination with another blank check company or similar company with nominal operations.

Because we have

not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the

possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial

condition or prospects.

To the extent we complete our initial business combination, we may be affected by numerous risks inherent in

the business operations with which we combine.

For example, if we combine with a financially unstable business or an entity lacking an

established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable

or a development stage entity.

will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented

to us and we determine that such candidate offers an attractive business combination opportunity for our company.

In the event we elect

to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be

directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our management’s

expertise would not be relevant to an understanding of the business that we elect to acquire.

Although our officers and directors will

endeavor to evaluate the risks inherent in a particular target business, we might not properly ascertain or assess all of the significant

risk factors or have adequate time to complete due diligence.

some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will

adversely impact a target business.

An investment in our units might not ultimately prove to be more favorable to investors than a direct

investment, if such opportunity were available, in a business combination target.

Accordingly, any shareholders who choose to remain

shareholders following the business combination could suffer a reduction in the value of their securities.

Such shareholders are unlikely

to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our

officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim

under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained

an actionable material misstatement or material omission.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, if we are

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combination may not have attributes entirely consistent with our general criteria and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business

with which we enter into our initial business combination will not have all of these positive attributes.

If we complete our initial

business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a

combination with a business that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business

combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their

redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a

minimum net worth or a certain amount of cash.

we have identified general criteria and guidelines for evaluating prospective target businesses, if we do not complete a business

combination with Seamless, it is possible that a target business with which we enter into our initial business combination will not

have all of these positive attributes.

If we complete our initial business combination with a target that does not meet some or all

of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general

criteria and guidelines.

In addition, if we announce a prospective business combination with a target that does not meet our general

criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us

to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of

addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or

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However, our efforts in identifying

prospective target businesses will not be limited to financial technology businesses.

Accordingly, if we acquire a target business in

another industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in

which we operate or target business which we acquire, none of which can be presently ascertained.

prospective target businesses are not limited to financial technology businesses.

Accordingly, if we acquire a target business in another

industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we

operate or target business which we acquire, none of which can be presently ascertained.

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.”

As of December 31,

2023, we had approximately $43,509 of cash on our

operating account and working capital deficit of $ 4,516,047 .

We incurred and expect to

continue to incur significant costs in pursuit of its initial business combination.

We cannot assure you that our plans to raise

capital or to consummate an initial business combination will be successful.

Although we are continuing our pursuit of an initial

business combination, including the proposed Business Combination, there is no assurance that our plans to consummate an initial

business combination will be successful by the Third Extended Date.

As outlined in our amended and restated certificate of

incorporation, if we do not complete an initial business combination by the Third Extended Date, we will cease operations and redeem

our public shares through a wind-up of the Company and liquidation.

These factors, among others, raise substantial doubt about our

ability to continue as a going concern for one year from the issuance of these

financial statements.

Our financial statements contained in this Annual Report do not include any adjustments that might be

necessary should we be unable to continue as a going concern .

Related to Our Operations

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following the initial business combination.

This risk may become more acute as the 21-month anniversary of the closing of the IPO nears,

which is the deadline for our completion of an initial business combination.

This risk may become more acute as the 36th-month anniversary of the closing of the IPO nears,

which is the current deadline for our completion of an initial business combination.

initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder

vote, potentially in a manner that you do not support.

closing of the IPO, our initial shareholders own 22.58% of our issued and outstanding ordinary shares.

initial shareholders currently own approximately 55.13% of our issued and outstanding ordinary shares.

Accordingly, they may exert a

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shares if we issue certain shares to consummate an initial business combination.

founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of

our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations,

recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares

or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary

shares issuable upon conversion of all founder shares will equal, in the aggregate, 37.83% of the total number of Class A ordinary

shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders),

including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-

linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial

business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary

shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our Sponsor,

officers or directors upon conversion of working capital loans;

provided that such conversion of founder shares will never occur on a

less than one-for-one basis.

founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation

of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations,

reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional

Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination,

the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 55.13% of the

total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A

ordinary shares by public shareholders in connection with the initial business combination approval), including the total number of Class A ordinary shares issued, or deemed issued or issuable

upon conversion or exercise of any equity- linked securities or rights issued or deemed issued, by the Company in connection with or

in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked

securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial

business combination and any private placement warrants issued to our Sponsor, officers or directors upon conversion of working

capital loans;

provided that such conversion of founder shares will never occur on a less than one-for-one basis.

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

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However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections

afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity

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to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete

an initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board) or (B) with respect to any

an initial business combination prior to the Third Extended Date or (B) with respect to any

other material provisions relating to shareholders’ rights or pre-initial business combination activity.

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Our initial shareholders, who collectively beneficially own 55.13%

of our ordinary shares upon the closing of the IPO, will participate in any vote to amend our Charter and/or trust agreement and will

of our ordinary shares, will participate in any vote to amend our Charter and/or trust agreement and will

have the discretion to vote in any manner they choose.

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Charter (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination

or to redeem 100% of our public shares if we do not complete our initial business combination prior to August 23, 2023 (or such earlier

date as determined by our Board) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial

or to redeem 100% of our public shares if we do not complete our initial business combination prior to the Third Extended Date or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial

business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares

upon approval of any such amendment 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 and not previously released to us to pay our taxes, divided

upon approval of any such amendment 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 and not previously released to us to pay our taxes, divided

by the number of then outstanding public shares.

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in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business

combination prior to August 23, 2023 (or such earlier date as determined by our Board) or (B) with respect to any other material provisions

combination prior to the Third Extended Date or (B) with respect to any other material provisions

relating to shareholders’ rights or pre-initial business combination activity;

and (iii) the redemption of our public shares if

we have not completed an initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board), subject

we have not completed an initial business combination prior to the Third Extended Date, subject

to applicable law and as further described herein.

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and subject us to additional trading restrictions.

have listed our units on NYSE.

The Class A ordinary shares and warrants have been separately listed on NYSE.

Although after giving effect

to the IPO we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in NYSE listing standards, we cannot

assure you that our securities will be, or will continue to be, listed on NYSE in the future or prior to our initial business combination.

In order to continue listing our securities on NYSE prior to our initial business combination, we must maintain certain financial, distribution

and share price levels.

Generally, following our IPO, we must maintain a minimum amount in shareholders’ equity

(generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).

currently list our units and Class A ordinary shares on NYSE.

Following the notice of delisting and suspension of trading of our warrants

by NYSE due to “abnormally low” price levels, our warrants were delisted from NYSE effective

December 13, 2023.

We cannot assure you that our securities will be, or will continue to be, listed on NYSE in the future or prior to

our initial business combination.

In order to continue listing our securities on NYSE prior to our initial business combination, we must

maintain certain financial, distribution and share price levels.

Generally, following our IPO, we must maintain a minimum amount in shareholders’

equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).

Additionally, in connection

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at that time.

On January 19, 2024, we received the Notice from NYSE informing us that, because the number of public shareholders is less

than 300, INFINT is not in compliance with Section 802.01B of the Listing Rule.

The Listing Rule requires INFINT to maintain a minimum

of 300 public stockholders on a continuous basis.

The Notice specifies that the Company has 45 days to submit a business plan that demonstrates

how the Company expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice.

On March 4, 2024, we

submitted such a business plan to demonstrate how INFINT expects to return to compliance with the Listing Rule within 18 months of receipt

of the Notice.

The plan is currently under review by the sta f f

of NYSE Regulation.

If NYSE Regulation accepts the plan, we will be notified in writing and will be subject to periodic reviews includ i ng

quarterly monitoring for compliance with such plan.

If NYSE Regulation does not accept the plan, we will be subject to delisting procedures.

NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange,

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decreased ability to issue additional securities or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the

sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually

our Class A ordinary shares and warrants will be listed on NYSE, our units, Class A ordinary shares and warrants will qualify as covered

securities under the statute.

Although the states are preempted from regulating the sale of our securities, the federal statute does

allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the

states can regulate or bar the sale of covered securities in a particular case.

While we are not aware of a state having used these powers

to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities

regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of

securities of blank check companies in their states.

Further, if we were no longer listed on NYSE, our securities would not qualify as

covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or

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our prior consent (the “Excess Shares”).

However, we would not be restricting our shareholders’

ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Your inability to redeem

the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material

loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions

with respect to the Excess Shares if we complete our initial business combination.

However, we would not be restricting our shareholders’ ability to vote all

of their shares (including Excess Shares) for or against our initial business combination.

Your inability to redeem the Excess Shares

will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your

investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with

respect to the Excess Shares if we complete our initial business combination.

And as a result, you will continue to hold that number

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shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share.

There are 490,415,572

and 44,166,917 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which

amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion

of the Class B ordinary shares.

The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with

or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment

as set forth herein and in our Charter, including in certain circumstances in which we issue Class A ordinary shares or equity-linked

securities related to our initial business combination.

There are 495,252,979 and 44,166,917

authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not

take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class

B ordinary shares.

The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with or immediately

following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth

herein and in our Charter, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related

to our initial business combination.

Immediately after the IPO, there will be no preference shares issued and outstanding.

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warrants, at the price of $1.00 per warrant.

On September 13, 2023, we issued 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 us.

we consummate our 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 extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional

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accordance with, or be reconciled to, GAAP or IFRS.

on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of PCAOB.

These financial statement requirements may limit the pool of

potential target businesses we may acquire because some targets may be unable to provide such financial 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

depending on the circumstances and the historical financial statements may be required

to be audited in accordance with the standards of PCAOB.

These financial statement requirements may limit the pool of potential target

businesses we may acquire because some targets may be unable to provide such financial 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.

Associated with Acquiring and Operating a Business in Foreign Countries

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and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our

operations , 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 pursue a target company with operations or opportunities outside of the United States for our initial business combination, such as

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it more difficult for us to consummate an initial business combination.

The impact of geopolitical developments such as the Russia-Ukraine

and Israel – Hamas conflicts and global supply chain disruptions continue to increase uncertainty in the outlook of near-term and

long-term economic activity, including whether inflation will continue and how long, and at what rate.

Increases in inflation raise our

costs for commodities, labor, materials and services and other costs required to grow and operate our business, and failure to secure

these on reasonable terms may adversely impact our financial condition.

Additionally, increases in inflation, along with geopolitical

developments and global supply chain disruptions, have caused, and may in the future cause, global economic uncertainty and uncertainty

about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing.

to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows.

the Company is deemed a “foreign person” under the regulations relating to CFIUS, its failure to obtain any required approvals

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the Investment Company Act of 1940.

These rules, if adopted, whether in the form proposed or in revised form, may materially adversely

affect our business, including our ability to negotiate and complete our initial business combination and may increase the costs and

time related thereto.

On January 24, 2024, the SEC issued final rules and guidance (the “Final Rules”) relating

to special purpose acquisition companies, regarding, among other things, disclosure in SEC filings in connection with initial business

combination transactions;

the financial statement requirements applicable to transactions involving shell companies;

the use of projections

in SEC filings in connection with a proposed business combination transaction;

and the potential liability of certain participants in

proposed business combination transactions.

These rules may materially adversely affect our business, including our ability to negotiate

and complete our initial business combination and may increase the costs and time related thereto.

The need for compliance with the Final

Rules may cause us to liquidate the funds in the trust account or liquidate our company at an earlier time than we might otherwise choose.

Were we to liquidate our company, our shareholders would not be able to realize the benefits of owning stock in a successor operating

business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants

would expire worthless.

are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased

both our costs and the risk of non-compliance.

are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which

are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving

regulatory measures under applicable law.

Our efforts to comply with new and changing laws and regulations have resulted in and are likely

to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating

activities to compliance activities.

are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection

of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable

Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased

general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance

because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time

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financial and management resources, and increase the time and costs of completing an initial business combination.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual

Report the year ending December 31, 2022.

Only in the event we are deemed to be a large accelerated filer or an

accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent

registered public accounting firm attestation requirement on our internal control over financial reporting.

Further, for as long as

we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm

attestation requirement on our internal control over financial reporting.

The fact that we are a blank check company makes

compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies

because a target business with which we seek to complete our initial business combination may not be in compliance with the

provisions of the Sarbanes- Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any

such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such

business combination.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual Report

the year ending December 31, 2023.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer

qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation

requirement on our internal control over financial reporting.

Further, for as long as we remain an emerging growth company, we will not

be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome

on us as compared to other public companies because a target business with which we seek to complete our initial business combination

may not be in compliance with the provisions of the Sarbanes- Oxley Act regarding adequacy of its internal controls.

The development

of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary

to complete any such business combination.

may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences

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can be no assurance), we will endeavor to provide to a U.S.

holder such information as the Internal Revenue Service may require, including a PFIC annual information statement, in order to enable the U.S.

holder to make and maintain a “qualified

electing fund” election, but there can be no assurance that we will timely provide such required information, and such election

would be unavailable with respect to our warrants in all cases.

investors to consult their own tax advisors regarding the

possible application of the PFIC rules.

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.

March 30, 2022, the SEC issued proposed rules relating to certain activities of SPACs (the “SPAC Rule Proposals”), relating

to, among other things, circumstances in which SPACs could potentially be subject to the Investment Company Act and the regulations thereunder.

The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under

Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to

announce and complete a de-SPAC transaction.

Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company

to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination

no later than 18 months after the effective date of its registration statement for its IPO (the “IPO Registration Statement”).

The company would then be required to complete its initial business combination no later than 24 months after the effective date of the

IPO Registration Statement.

is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC.

It is possible that a claim could be made

that we have been operating as an unregistered investment company.

This risk may be increased if we continue to hold the funds in the

Trust Account in short-term U.S.

government treasury obligations or in money market funds invested exclusively in such securities, rather

than instructing the trustee to liquidate the securities in the Trust Account and hold the funds in the Trust Account in cash.

we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted.

we would be subject to burdensome compliance requirements.

We do not believe that our principal activities will subject us to regulation

as an investment company under the Investment Company Act.

However, if we are deemed to be an investment company and subject to compliance

with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we

have not allotted funds.

As a result, unless we are able to modify our activities so that we would not be deemed an investment company,

we would expect to abandon our efforts to complete an initial business combination and instead to liquidate.

If we are required to liquidate,

our stockholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential

appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

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.

funds in the Trust Account have, since our IPO, been held only in U.S.

government treasury obligations with a maturity of 185 days or

less or in money market funds investing solely in U.S.

holder such information as the Internal Revenue Service may require, including

a PFIC annual information statement, in order to enable the U.S.

holder to make and maintain a “qualified electing fund”

election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable

with respect to our warrants in all cases.

investors to consult their own tax advisors regarding the possible application

of the PFIC rules.

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.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

restrictions on the nature of our investments;

restrictions on the issuance of securities,

each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome

requirements, including:

registration as an investment company;

adoption of a specific form of corporate structure;

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must

ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities

do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our

assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business is to identify and complete

a business combination and thereafter to operate the post-transaction business or assets for the long term.

We do not intend to spend

a considerable amount of time actively managing the assets in the Trust Account for the primary purpose of achieving investment returns.

We do not plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses

or assets or to be a passive investor.

do not believe that our anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds held

in the Trust Account may only be held as cash or invested in U.S.

“government securities” within the meaning of Section 2(a)(16)

of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the trust

agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these

instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and

selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”

within the meaning of the Investment Company Act.

This offering is not intended for persons who are seeking a return on investments in

government securities or investment securities.

The Trust Account is intended as a holding place for funds pending the earliest to occur

(i) the completion of our initial business combination;

(ii) the redemption of any public shares properly submitted in connection

with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing

of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem

100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect

to any other provisions relating to shareholders’ rights or pre-initial business combination activity;

or (iii) absent an initial

business combination within the completion window, our return of the funds held in the Trust Account to our public shareholders as part

of our redemption of the public shares.

If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment

under the subjective test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if

the funds deposited in the Trust Account were invested in the assets discussed above, such assets, other than cash, are “securities”

for purposes of the Investment Company Act and, therefore, there is a risk that we could be deemed an investment company and subject

to the Investment Company Act.

the adopting release for the Final Rules, the SEC provided guidance that a SPAC’s potential status as an “investment company”

depends on a variety of factors, such as a SPAC’s duration, asset composition, business purpose and activities and “is a

question of facts and circumstances” requiring individualized analysis.

If we were deemed to be subject to compliance with and

regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not

allotted funds.

Unless we are able to modify our activities so that we would not be deemed an investment company, we would either register

as an investment company or wind down and abandon our efforts to complete an initial business combination and instead liquidate the Company.

As a result, our public shareholders may receive only approximately $11.39 per public share, or less in certain circumstances, on the

liquidation of our Trust Account and would be unable to realize the potential benefits of an initial business combination, including

the possible appreciation of the combined company’s securities.

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.

intend to initially hold the funds in the Trust Account as cash or in U.S.

government treasury obligations with a maturity of 185 days

or less or in money market funds investing solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7

under the Investment Company Act.

However, to mitigate the risk of us being deemed to be an unregistered investment company (including

under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company

Act, we may, at any time, instruct the trustee with respect to the Trust Account to liquidate the U.S.

government treasury obligations

or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation

of an initial business combination or liquidation of the Company.

Following such liquidation of the securities held in the Trust Account,

we would likely receive minimal interest, if any, on the funds held in the Trust Account.

However, interest previously earned on the

funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted.

any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would

reduce the dollar amount the Public shareholders would receive upon any redemption or liquidation of the Company.

As of the date of this

Annual Report, we have not yet made any such determination to liquidate the securities held in the Trust Account.

longer that the funds in the Trust Account are held in short-term U.S.

government treasury obligations or in money market funds invested

exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may

be required to liquidate the Company.

Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount the Public shareholders would receive upon any redemption or liquidation of the Company.

As of the date of Annual Report, we are

currently holding the funds in our Trust Account in money market funds.

government treasury obligations are considered “securities” for purposes of the Investment

Company Act, while cash is not.

As noted above, one of the factors the SEC identified as relevant to the determination of whether a SPAC

which holds securities could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s

To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section

3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct

Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S.

government treasury

obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier

of consummation of our initial business combination or liquidation of the company.

Following such liquidation, the rate of interest we

receive on the funds held in the Trust Account may be materially decreased.

However, interest previously earned on the funds held in

the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted.

As a result, any decision

to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the

dollar amount our public shareholders would receive upon any redemption or liquidation of the company.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

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third parties bring claims against us, the funds held in the Trust Account could be reduced and the per-share redemption amount received

by shareholders may be less than $10.49 per share.

by shareholders may be less than the current amount in the Trust Account per share.

placing of funds in the Trust Account may not protect those funds from third party claims against us.

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and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less

than $10.49 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not

apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in

the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter

of the IPO against certain liabilities, including liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve

for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity

obligations and we believe that our Sponsor’s only assets are securities of our company.

Therefore, we cannot assure you that our

Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account,

the funds available for our initial business combination and redemptions could be reduced to less than $10.49 per public share.

such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection

with any redemption of your public shares.

None of our officers or directors will indemnify us for claims by third parties including,

without limitation, claims by vendors and prospective target businesses.

than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply

to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust

Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of the IPO

against certain liabilities, including liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such

indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations

and we believe that our Sponsor’s only assets are securities of our company.

Therefore, we cannot assure you that our Sponsor would

be able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available

for our initial business combination and redemptions could be reduced to less than $10.15 per public share.

In such event, we may not

be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption

of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation,

claims by vendors and prospective target businesses.

securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value

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government treasury obligations with a maturity of 185 days or less

or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct

or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations.

While short-term U.S.

government treasury obligations currently yield a positive rate of

interest, they have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan pursued interest

rates below zero in recent years, and the Open Market Committee of the Federal Reserve Board has not ruled out the possibility that

it may in the future adopt similar policies in the United States.

In the event that we are unable to complete our initial business

combination or make certain amendments to our Charter, our public shareholders are entitled to receive their pro-rata share of the

proceeds held in the Trust Account, plus any interest income earned thereon (less taxes payable and up to $100,000 of interest

income to pay dissolution expenses).

Negative interest rates could reduce the value of the assets held in trust such that the

per-share redemption amount received by public shareholders may be less than $10.49 per share.

government treasury obligations currently yield a positive rate of interest, they

have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan pursued interest rates below zero in

recent years, and the Open Market Committee of the Federal Reserve Board has not ruled out the possibility that it may in the future

adopt similar policies in the United States.

In the event that we are unable to complete our initial business combination or make certain

amendments to our Charter, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account,

plus any interest income earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses).

interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders

may be less than $11.36 per share.

after we distribute the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary

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to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

UNRESOLVED STAFF COMMENTS

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 1A. Risk Factors