What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-03-27 compared with 2023-03-22 · 167 added, 96 removed, 133 unchanged (66% of the section changed)

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the plans and objectives of management for future operations, are forward looking statements.

When used in this Annual Report, words such as “may,” “should,” “could,” “would,” “expect,” “plan,”

When used in this Annual Report, words

such as “may,” “should,” “could,” “would,” “expect,” “plan,”

“anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other

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to all forward-looking statements whenever they appear in this Annual Report.

For these statements, we claim the protection

of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

Actual results could differ

materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, those

detailed in our filings with the Securities and Exchange Commission.

All subsequent written or oral forward-looking statements attributable

to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Business Combination Agreement

For these statements, we claim the protection of the safe

harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

Actual results could differ materially

from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, those detailed

in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf

are qualified in their entirety by this paragraph.

Combination Agreement;

August 3, 2022, the Company, entered into the Business

Combination Agreement with Merger Sub, and 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 (such transactions are referred to collectively as the

“Proposed Transactions”).

Under the Business Combination Agreement, Seamless Shareholders

are expected to receive $400,000,000 (“Seamless Value”) in aggregate consideration in the form of ordinary shares of the

Company, par value $0.0001 per share equal to the quotient obtained by dividing (i) the Seamless Value by (ii) $10.00.

The Proposed Transactions

are expected to close in the first quarter of 2023.

The Business Combination Agreement was amended on October 20, 2022, November 29, 2022 and February 20, 2023.

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 (such transactions are referred to collectively as the “Proposed Transactions”).

Under the Business Combination Agreement, Seamless Shareholders are expected to receive $400,000,000 (“Seamless Value”) in

aggregate consideration in the form of ordinary shares of the Company, par value $0.0001 per share equal to the quotient obtained by

dividing (i) the Seamless Value by (ii) $10.00.

Combination Agreement was amended on October 20, 2022, November 29, 2022 and February 20, 2023.

with the execution of the Business Combination Agreement, the Company, Seamless Shareholders and Seamless entered into the Shareholder

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On February 13, 2023, at the

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

amend the Charter to extend the date that the Company has to consummate a business combination from February 23, 2023 to the Extended

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

Accordingly, the Company

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

In connection with the votes to approve the Extension Proposal,

the holders of 10,415,452 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a

redemption price of approximately $10.49 per share, for an aggregate redemption amount of approximately $109.31 million, leaving approximately

$100.59 million in the Trust Account.

accordance with the Business Combination Agreement, as amended, additional funds in the amount of $290,000 were deposited by Seamless to the Trust Account on February

21, 2023, and the required contributions will continue to be deposited on or before the 23rd day of each subsequent calendar month into

the Trust Account until August 23, 2023 or such earlier date that the board determines to liquidate INFINT or the date an initial business

combination is completed.

extraordinary general meeting the Company’s shareholders approved the First Extension to extend the date that the Company has to consummate a business combination from February 23, 2023 to the First Extended Date.

Under Cayman Islands law, the amendment to the Charter took effect upon approval of the First Extension.

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

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

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

accordance with the Business Combination Agreement, as amended, additional funds in the amount of $290,000 were deposited by Seamless

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

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

August 18, 2023, the Company’s shareholders approved the Second Extension to amend the Charter to extend the date by which it has

to consummate a Business Combination from August 23, 2023 to the Second Extended Date.

Cayman Islands law, the amendment to the Charter took effect upon approval of the proposal to amend the Charter.

In connection with the

votes to approve the proposal to amend the Charter, 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 (the “August 2023 Redemption”),

for an aggregate redemption amount of approximately $23.8 million, leaving approximately $81.1 million in the Company’s Trust Account.

accordance with the Business Combination Agreement, as amended, additional funds in the amount of $160,000 were deposited by Seamless

to the Trust Account on September 19, 2023, and the required contributions continued to be deposited on or before the 23rd day of each

subsequent calendar month into the Trust Account until the Second Extended Date.

February 16, 2024, the Company’s shareholders approved to the Third Extension to extend the date by which it has to consummate

a Business Combination from February 23, 2024 to the Third Extended Date.

Under Cayman Islands

law, the amendment to the Charter took effect upon approval of the proposal to amend the Charter.

In connection with the votes to approve

the proposal to amend the Charter, 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 (the “August 2023 Redemption”), for an aggregate redemption

amount of approximately $ 30.26 million, leaving approximately $53.97 million in the Company’s

Trust Account.

Accordingly, the Company now has until the Third Extended Date to consummate its initial business combination.

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.

January 19, 2024, the Company received the Notice from the 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 INFINT has 45 days to submit a business plan that demonstrates how INFINT

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

On March 4, 2024, the Company 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.

of Operations

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as well as for due diligence expenses.

the year ended December 31, 2022, we had net loss of $1,111,964, which consisted of operating costs of $4,044,156, offset

by interest earned on marketable securities held in the Trust Account of $2,932,192.

the period from March 8, 2021 (inception) through December 31, 2021, we had net loss of $181,695, which consisted of operating costs

of $183,619, offset by interest earned on marketable securities held in the Trust Account of $1,924.

the year ended December 31, 2023, we had net income of $3,147,500, which consisted of operating costs of $2,027,707, offset by interest

earned on marketable securities held in the Trust Account of $5,175,207.

the year ended December 31,2022, we had net loss of $1,111,964, which consisted of operating costs of $4,044,156, offset by interest

earned on marketable securities held in the Trust Account of $2,932,192.

and Capital Resources

November 23, 2021, the Company consummated its IPO of 17,391,200 of its units.

Each Unit consists of one Class A

ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant, with each whole warrant entitling the holder to

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

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

proceeds of $173,912,000.

Each Unit consists of one Class A ordinary share, $0.0001

par value per share, and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one ordinary share

at a price of $11.50 per share.

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

Simultaneously

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Warrant, generating total proceeds of $7,032,580, to the Company’s Sponsor.

The Private Warrants are identical

to the warrants sold in the IPO.

The Private Warrants are identical to the warrants

sold in the IPO.

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

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the year ended December 31, 2023, cash used in operating activities was $552,958.

Net loss of $1,111,964 was offset by interest earned

Net income of $3,147,500 was offset by interest earned

on marketable securities held in the Trust Account of $5,175,207.

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liabilities used $1,474,749 of cash for operating activities.

the period from March 8, 2021 (inception) through December 31, 2021, cash used in operating activities was $(711,252).

Net loss of $181,695

was offset by interest earned on marketable securities held in the Trust Account of $1,924.

Changes in operating assets and liabilities

used $527,633 of cash for operating activities.

December 31, 2022, we had marketable securities held in the Trust Account of $208,932,880 consisting of securities held in a money

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

Through December 31, 2022, we did not withdraw any interest earned on the Trust Account to pay our taxes.

The amount of

funds available for a business combination is 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

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

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

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

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

Such funds could also be used to

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

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

December 31, 2022, we have available to us $271,467 of cash on our operating account and working capital deficit of $2,488,340.

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

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

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

a business combination.

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

Cash from investing activities consisted of cash withdrawn from the trust

account of $133,124,975 net with additional investments in the trust account of $2,540,000.

Cash used in financing activities consisted

of the redemption of ordinary shares of $133,124,975 net with contributions for the extension of $2,540,000 and proceeds from working

capital loan of $325,000.

the year ended December 31, 2022, cash used in operating activities was $(756,716).

Net loss of $1,111,964 was offset by interest earned

on marketable securities held in the Trust Account of $2,932,192.

Changes in operating assets and liabilities used $3,287,440 of cash

for operating activities.

December 31, 2023, we had marketable securities held in the Trust Account of $ 83,523,112

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

or notes with a maturity of 185 days or less.

Through December 31, 2023, we did not withdraw any interest earned on the Trust Account

to pay our taxes.

The amount of funds available for a business combination is approximately $83.5 million after payment of $5,999,964

of deferred underwriting fees and payment of an aggregate redemption amount of approximately $133.1 million as a result of the approval

of the Extension Proposals.

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

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

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

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

Such funds could also be used to repay

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

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

December 31, 2023, we have available to us $ 43,509 of cash on our operating account and

working capital deficit of $ 4,516,047 .

We will use these funds primarily to find and evaluate

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

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

agreements of prospective target businesses, and structure, negotiate and complete a business combination.

The interest income earned

on the investments in our Trust Account are unavailable to fund operating expenses.

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

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held in the Trust Account would be used to repay the Working Capital Loans.

As of December 31, 2022, the Company has not borrowed any amount from Working Capital Loans.

will have until August 23, 2023 to consummate our initial business combination.

On February 13, 2023, the Company’s shareholders

approved the Extension Proposal.

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

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

In connection with the votes to

approve the Extension Proposal, the holders of 10,415,452 Class A ordinary shares of the Company properly exercised their right to redeem

their shares for cash at a redemption price of approximately $10.49 per share, for an aggregate redemption amount of approximately $109.31

million, leaving approximately $100.59 million in the Trust Account.

September 13, 2023, the Company issued an unsecured promissory note (the “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 (as defined below) upon request by the Company.

The Note amended, replaced and superseded in its entirety that certain promissory note, dated May 1, 2023, made by the Company in favor

of the Sponsor in the principal amount of up to $150,000 (the “Original Note”), and any unpaid principal balance of the indebtedness

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

The Note does not bear interest and the principal balance

will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”).

In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert the

principal outstanding under the Note into that number of private placement warrants (“Working Capital Warrants”) equal to

the portion of the principal amount of the Note being converted divided by $1.00, rounded up to the nearest whole number.

the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants issued by the Company at the

time of its IPO, as described in the prospectus for the IPO, dated November 22, 2021 and filed with the SEC, including the transfer restrictions

applicable thereto.

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

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

As of December

31, 2023, $325,000 was outstanding pursuant to the Note.

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.

will have until the Third Extended Date to consummate our initial business combination.

On February 13, 2023, the Company’s

shareholders approved the First Extension.

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

of the First Extension.

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

ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately

$10.49 per share, for an aggregate redemption amount of approximately $109.31 million, leaving approximately $100.59 million in the

Trust Account.

August 18, 2023, the Company’s shareholders approved to the Second Extension to extend the date by which it has to consummate a

Business Combination from August 23, 2023 to 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 the Third Extension to extend the date by which it has to consummate a Business

Combination from February 23, 2024 to the Third Extended Date.

Accordingly, the Company now

has until the Third Extended Date to consummate its initial business combination.

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.

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

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

However, the $271,467 in cash might not be sufficient to allow

However, the $43,509 in cash is unlikely to be be sufficient to allow

the Company to operate for at least the next 12 months from the issuance of the financial statements.

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As a result, there is substantial doubt that the Company

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

from the issuance of these financial statements.

only activities through December 31, 2022 were organizational activities, those necessary to consummate the Initial Public Offering,

described below, and identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until

after the completion of our Business Combination.

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

held in the Trust Account.

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

and auditing compliance), as well as for due diligence expenses.

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

only activities through December 31, 2023 were organizational activities, those necessary to consummate the IPO,

described below, and identifying a target company and preparing for the Business Combination.

We do not expect to generate any operating

revenues until after the completion of our Business Combination.

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

securities held in the Trust Account.

We are incurring expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as for due diligence expenses.

Sheet Financing Arrangements

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consummation of our initial business combination.

Accounting Policies

preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date

of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those

We have identified the following critical accounting policies:

Accounting Estimates

preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial

statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

identified the following critical accounting policies:

A ordinary shares subject to possible redemption

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on our financial statements.

Quantitative and Qualitative Disclosures about Market Risk

required for smaller reporting companies.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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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 7. Management’s Discussion and Analysis