What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-27 compared with 2023-03-22 · 730 added, 587 removed, 1080 unchanged (55% of the section changed)

5 unchanged sentences

Based upon that evaluation, the CEO and

CFO have concluded that as of the end of that fiscal year, our disclosure controls and procedures are effective to ensure that information

required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported

within the time periods specified in the SEC rules and forms and (ii) accumulated

and communicated to the management of the registrant, including the CEO and CFO, to allow timely decisions regarding required disclosure.

should also be noted that the CEO and CFO believe that our disclosure controls and procedures provide a reasonable assurance that they

are effective, they do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent

all errors and fraud.

A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance

that the objectives of the control system are met.

CFO have concluded that as of the end of the year ended December 31, 2023, our disclosure controls and procedures are not effective due

to the material weakness in internal controls over financial reporting related to the restatement described in Note 9 to our amendment

to the Form 10-Q for the quarter ended March 31, 2023 financial statements filed with the SEC on August 4, 2023.

The material weakness

specifically related to the subsequent measurement of complex financial instruments.

address this material weakness, management has devoted, and plans to continue to devote significant effort and resources to the remediation

and improvement of its internal control over financial reporting and to provide processes and controls over the internal communication

with the Company and the financial advisors.

While we have processes to identify and appropriately apply applicable accounting requirements,

we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting instruments

that apply to our financial statements.

We plan to include providing enhanced access to accounting literature, research materials and

documents with whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished

over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Other than this issue, our

disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that

the information requirement to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms.

Report on Internal Control Over Financial Reporting

13 unchanged sentences

on the financial statements.

performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 based upon criteria

in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO).

Based on our assessment and those criteria, management determined that we maintained effective internal control

over financial reporting as of December 31, 2022.

performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 based upon

criteria in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of

the Treadway Commission (COSO).

Based on our assessment and those criteria, management determined that we did not maintain effective

internal control over financial reporting as of December 31, 2023.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

63 unchanged sentences

services and consulting firm.

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

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

Weinstein serves as an Investment Manager at Eastmore Group

23 unchanged sentences

having held senior leadership positions in large financial institutions.

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

Michael Moradzadeh is a Founding Partner and the Chief

Executive Officer of Rimon PC, and its affiliate NovaLaw, Inc.

He has served and managed the firm in these capacities from its incipience

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

Michael Moradzadeh is a Founding Partner and the Chief Executive Officer

of Rimon PC, and its affiliate NovaLaw, Inc.

He has served and managed the firm in these capacities from its incipience in 2008.

Moradzadeh’s legal practice focuses on technology company representation and international transactions.

He represents

both companies and investors in investment rounds and stock sales.

He has worked on deals ranging from small angel investments to representing

a private equity firm in a $6 billion acquisition.

He is also heavily involved in secondary markets of private stock, representing sellers

of restricted stock in Facebook, Twitter, Zynga, SolarCity, Dropbox, Bloom Energy, Gilt Groupe, Etsy and other pre-IPO companies.

He represents both companies

and investors in investment rounds and stock sales.

He has worked on deals ranging from small angel investments to representing a private

equity firm in a $6 billion acquisition.

He is also heavily involved in secondary markets of private stock, representing sellers of restricted

stock in Facebook, Twitter, Zynga, SolarCity, Dropbox, Bloom Energy, Gilt Groupe, Etsy and other pre-IPO companies.

Internationally,

15 unchanged sentences

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

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

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

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

risk, and enabling business strategies.

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

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

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

business strategies.

From April of 2017 to September of 2020, Mr.

Cameron acted as Senior Vice President and

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

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

effective information security practice.

Cameron acted as Senior Vice President and Chief Security Officer for

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

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

As a key advisor, Mr.

Cameron’s duties included global management responsibilities

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

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

governance, architecture, and operations.

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

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

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

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

Cameron is an expert at navigating

the complex global regulatory environment (GDPR, HIPAA, NYDFS, ITAR) and US regulatory regime as it pertains to the CFIUS.

believer in security for both individuals and enterprises, Mr.

Cameron achieved an “All Star” designation from Risk and

Insurance magazine for his ongoing peer recognition in security awareness and education.

One of these unique initiatives raised over

$10,000 for Medicine Sans Frontier.

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

European-based ISF, he participated in thought leadership efforts to create a global information

security culture.

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

further entrench the security mindset and awareness.

Cameron holds and maintains a CISSP designation and an Associates in Business from the University of Phoenix.

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

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

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

At XL Global Services,

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

Risk from 2002 through April of 2017.

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

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

Cameron is an expert at navigating the complex global regulatory environment (GDPR, HIPAA, NYDFS, ITAR) and US regulatory regime

as it pertains to the CFIUS.

As a firm believer in security for both individuals and enterprises, Mr.

Cameron achieved an “All

Star” designation from Risk and Insurance magazine for his ongoing peer recognition in security awareness and education.

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

As an active member of various global security consortiums including

the FS-ISAC and the European-based ISF, he participated in thought leadership efforts to create a global information security culture.

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

security mindset and awareness.

Cameron holds and maintains a CISSP designation and an Associates in Business from the University

believe that Mr.

3 unchanged sentences

Security, Business Continuity Management and Regulatory Affairs.

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

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

Huang currently serves as Senior Vice President, Consumer Lines Strategy

22 unchanged sentences

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

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

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

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

27 unchanged sentences

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

is Chairman and Chief Executive Officer of Edoc Acquisition

Corporation (NASDAQ:

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

sectors, since August of 2020.

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

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

is Chairman and Chief Executive Officer of Edoc Acquisition Corporation

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

August of 2020.

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

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

Healthcare REIT.

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

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

facilities, since January of 2018.

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

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

healthcare facilities, since January of 2018.

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

In addition, Mr.

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

Horizon Financial Advisors LLC.

He took this position in June 2017.

Chen currently serves

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

position in June 2017.

From 2013 to 2017, Mr.

Chen managed portfolios at several

investment firms that were not registered with the FINRA.

Chen managed portfolios at several investment firms that were not registered with the FINRA.

From January of 2017 to June 2017, Mr.

Chen acted as Chief Strategist at

Hywin Capital Management, LLC.

Chen was the Chief Investment Officer at Three Mountain Capital Management LP from August of 2013

until January of 2017.

He has extensive experience with and has cultivated a broad network in investment management, particularly in

the context of healthcare facilities.

In his extensive business experience, Mr.

Chen held essential positions such as co-founder and

vice-chairman of the Absolute Return Investment Management Association of China, director of asset allocation at Morgan Stanley from

August 2004 to August 2008, and manager at China Development Bank from September 1998 to August 2000.

Chen has been a guest

speaker at Harvard University, Fordham University, Pace University, and IESE Business School.

He is a former member of the Adjunct

Advisory Committee and former Interim Head of the Private Sector Concentration program of Master of Science in Global Affairs, New

York University, and has been an adjunct professor in the Center for Global Affairs there since 2012.

He received his PhD in Finance

from the Financial Asset Management Engineering Center at University of Lausanne, Switzerland, an MBA in Finance from the Center for

Economic Research, Tilburg University in the Netherlands, and a B.A.

in Economics from the Renmin University of China in Beijing,

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

Chen was the Chief Investment

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

He has extensive experience with and has cultivated

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

In his extensive business experience,

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

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

1998 to August 2000.

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

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

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

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

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

in Economics from the Renmin

University of China in Beijing, China.

believe that Mr.

22 unchanged sentences

in a general meeting.

Our officers are appointed by the Board and serve at the discretion of the Board, rather than for

specific terms of office.

Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms

Our Board is authorized to appoint officers as it deems appropriate pursuant to our Charter.

25 unchanged sentences

of our officers or directors have received any cash compensation for services rendered to us.

Commencing on the date that our securities are first

listed on NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our Sponsor or

an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to

members of our management team.

In addition, our Sponsor, officers and directors, or any of their respective affiliates will be reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and

performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were

made to our Sponsor, officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will

be made from funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not expect

to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses

incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid

by the company to our Sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business

Commencing on the date that our securities

are first listed on NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our

Sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services

provided to members of our management team.

In addition, our Sponsor, officers and directors, or any of their respective affiliates will

be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target

businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments

that were made to our Sponsor, officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination

will be made from funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not

expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket

expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees,

will be paid by the company to our Sponsor, officers and directors, or any of their respective affiliates, prior to completion of our

initial business combination.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting

18 unchanged sentences

agreements with our officers and directors that provide for benefits upon termination of employment.

December 1, 2024, our board of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek

the recovery of incentive compensation received by any of the Company’s current and former executive officers (as determined by

the board in accordance with Section 10D of the Exchange Act and NYSE rules) and such other senior executives/employees who may from

time to time be deemed subject to the Clawback Policy by the board (collectively, the “Covered Executives”).

The amount to

be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive

compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the board.

If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information

in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.

Refer to Exhibit 97.1 of this Annual Report for the Company’s Clawback Policy.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 20, 2023 based on information

obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares by:

following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 21, 2024 based on

information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares by:

person known by us to be the beneficial owner of more than 5% of the outstanding ordinary shares;

3 unchanged sentences

shares beneficially owned by them.

Percentage of

Ordinary Shares (3)

and Address of Beneficial Owner(1)

Name and Address of Beneficial Owner (1)

Alexander Edgarov

5,733,084 (2)

directors and executive officers as a group (8 individuals)

Sheldon Brickman

Eric Weinstein

Michael Moradzadeh

Andrey Novikov

All directors and executive officers as a group (8 individuals)

5,733,084 (2)

Capital LLC(4)(5)

InFinT Capital LLC (4)(5)

5,733,084 (2)

Capital Management, L.P.

Taconic Capital Advisors L.P.(7)

Polar Asset Management Partners Inc.

Periscope Capital Inc.

Glazer Capital, LLC (10)

Cowen and Company, LLC (6)

Wolverine Asset Management, LLC (7)

Mizuho Financial Group, Inc.

Meteora Capital, LLC (9)

First Trust Merger Arbitrage Fund (10)

First Trust Capital Management L.P.

Less than one percent.

11 unchanged sentences

over-allotment option.

on a Schedule 13G/A filed on February 14, 2023, by Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”),

Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Mr.

Weinstein (together,

the “Reporting Persons”).

Saba Capital is organized as a limited partnership under the laws of the State of Delaware.

Saba GP is organized as a limited liability company under the laws of the State of Delaware.

Weinstein is a citizen of the United

The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York

on a Schedule 13G/A filed on February 10, 2023, by Taconic Capital Advisors L.P., a Delaware limited partnership (“Taconic Advisors LP”), Taconic Capital Advisors UK LLP, a

United Kingdom limited liability partnership (“Taconic Advisors UK”), Taconic Associates LLC, a Delaware limited liability

company (“Taconic Associates”), Taconic Capital Partners LLC, a Delaware limited liability company (“Taconic Capital”),

Taconic Capital Performance Partners LLC, a Delaware limited liability company (“Taconic Partners”), and Mr.

(together, the “Reporting Persons”), with respect to the Class A ordinary shares held by the Reporting Persons for the accounts

of Taconic Opportunity Master Fund L.P.

(“Taconic Opportunity Fund”) and Taconic Master Fund 1.5 L.P.

(“Taconic Event

Fund”, and together with Taconic Opportunity Fund, the “Taconic Funds”).

Taconic Advisors LP serves as the investment

manager to each of the Taconic Funds.

Taconic Advisors LP has entered into a sub-advisory agreement with Taconic Advisors UK pursuant

to which Taconic Advisors UK serves as a subadvisor to Taconic Advisors LP in respect of each of the Taconic Funds.

Taconic Advisors LP

is the manager of Taconic Capital Services UK Ltd, the UK parent entity of Taconic Advisors UK.

Accordingly, Taconic Advisors LP and Taconic

Advisors UK may be deemed a beneficial owner of the Shares held for the accounts of the Taconic Funds.

Taconic Partners serves as the

general partner to Taconic Advisors LP.

Taconic Associates serves as the general partner to Taconic Opportunity Fund, and accordingly

may be deemed a beneficial owner of the Shares held for the account of Taconic Opportunity Fund.

Taconic Capital serves as the general

partner to Taconic Event Fund, and accordingly may be deemed a beneficial owner of the Shares held for the account of Taconic Event Fund.

Brosens is a principal of Taconic Advisors LP and a manager of each of Taconic Partners, Taconic Associates and Taconic Capital.

such capacities, Mr.

Brosens may be deemed a beneficial owner of the Shares held for the accounts of the Taconic Funds.

The address of

the principal business of office of each of Taconic Advisors LP, Taconic Associates, Taconic Partners, Taconic Capital and Mr.

is c/o Taconic Capital Advisors L.P.

280 Park Avenue, 5th Floor, New York, NY 10017.

The address of the principal business office of Taconic

Advisors UK is 55 Grosvenor Street, 4th Floor, London, W1K 3HY, UK.

on a Schedule 13G filed on February 10, 2023, by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario,

Canada and the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”), with

respect to the Class A ordinary shares directly held by PMSMF.

The address of the business office of Polar Asset Management Partners

is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

on a Schedule 13G filed on February 13, 2023, by Periscope Capital Inc.(“Periscope”), a Canadian company and the investment

manager to certain private investment funds (each, a “ Periscope Fund ”), with respect to 202,300 Class A ordinary

shares collectively and directly held by Periscope Funds.

The address of the business office of Periscope is 333 Bay Street, Suite

1240, Toronto, Ontario, Canada M5H 2R2.

on a Schedule 13G filed on February 14, 2023 by Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”),

with respect to the Class A ordinary shares held by certain funds and managed accounts to which Glazer Capital serves as investment

manager (collectively, the “Glazer Funds”) and Mr.

Glazer (together with Glazer Capital, the “Reporting

Persons”), who serves as the Managing Member of Glazer Capital, with respect to the Class A ordinary shares held by the Glazer

The address of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 10019.

on a Schedule 13G filed on February 22, 2024, by Cowen and Company, LLC (“Cowen”), a Delaware limited liability company,

and Cowen Financial Products LLC (“Cowen Financial”) with respect to 579,878 Class A ordinary shares collectively and

directly held by Cowen and Cowen Financial.

Cowen and Cowen Financial has the sole power to vote or to direct the vote with respect

to 379,878 Class A ordinary shares and 200,000 Class A ordinary shares, respectively.

The address of the business office of Cowen

and Cowen Financial is 599 Lexington Ave, New York, NY 10022.

on a Schedule 13G filed on February 8, 2024, by Wolverine Asset Management, LLC, an Illinois liability company (“WAM”),

Wolverine Holdings, L.P., an Illinois limited partnership (“Wolverine Holdings”), Wolverine Trading Partners, Inc., an

Illinois company (“WTP”), Mr.

Christopher L.

Bellick (together, the “Reporting Persons”),

with respect to the Class A ordinary shares held by the Reporting Persons.

WAM is an investment adviser and has voting and disposition

power over 710,700 Class A ordinary shares of the Company.

The sole member and manager of WAM is Wolverine Holdings.

Gust may be deemed to control WTP, the general partner of Wolverine Holdings.

Each of Wolverine Holdings, Mr.

Gust, and WTP have voting and disposition power over 710,701 Class A Ordinary Shares of the Company.

The address of each of the Reporting

Persons is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

on a Schedule 13G filed on February 13, 2024, by Mizuho Financial Group, Inc., a company incorporated under the laws of Japan (“Mizuho

Financial”), with respect to the Class A ordinary shares directly held by Mizuho Securities USA LLC.

Mizuho Financial, Mizuho Bank,

and Mizuho Americas LLC may be deemed to be indirect beneficial owners of the Class A ordinary shares directly held by Mizuho Securities

USA LLC which is their wholly-owned subsidiary.

The address of the business office of Mizuho Financial is 1–5–5, Otemachi,

Chiyoda–ku, Tokyo 100–8176, Japan.

on a Schedule 13G filed on February 14, 2024, by Meteora Capital, LLC.(“Meteora Capital”), a Delaware limited liability

company and the investment manager to certain private investment funds (each, a “Meteora Fund”), and Vik Mittal, who

serves as the Managing Member of Meteora Capital (together with Meteora Capital, the “Reporting Persons”), with respect

to 622,885 Class A ordinary shares collectively and directly held by Meteora Funds.

The address of the principal business office

of the Reponrting Persons is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

on a Schedule 13G filed on February 28, 2024 by First Trust Merger Arbitrage Fund, a series of Investment Managers Series Trust II,

an investment company registered under the Investment Company Act of 1940 (“VARBX”), First Trust Capital Management L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP LLC (“Sub GP”), with respect

to the Class A ordinary shares held by certain funds and managed accounts to which FTCM serves as investment adviser, including (i)

series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically

First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company registered under

the Investment Company Act of 1940 and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability

company (collectively, the “Client Accounts”).

FTCS is a Delaware limited partnership and control person of FTCM.

GP is a Delaware limited liability company and control person of FTCM.

The principal business address of FTCM, FTCS and Sub GP is

Wacker Drive, 21st Floor, Chicago, IL 60606.

The principal business address of VARBX is 235 West Galena Street, Milwaukee,

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

As a result of redemptions in connection with the extraordinary meeting held to approve the Extension Proposal, our

initial shareholders currently beneficially own 37.8% of our issued and outstanding ordinary shares.

Only holders of Class

B ordinary shares will have the right to vote for the election of directors in any general meeting held prior to or in connection with

the completion of our initial business combination, which directors will be proposed by the Company’s Board following a nomination

by the nominating and corporate governance committee.

Holders of our public shares will not have the right to appoint any directors to

our Board prior to our initial business combination.

Because of this ownership block, our initial shareholders may be able to effectively

influence the outcome of all other matters requiring approval by our shareholders, including amendments to our Charter and approval of

significant corporate transactions including our initial business combination.

As a result of redemptions

in connection with the extraordinary meeting held to approve the Extension Proposal, our initial shareholders currently beneficially

own 37.8% of our issued and outstanding ordinary shares.

Only holders of Class B ordinary shares will have the right to vote for the

election of directors in any general meeting held prior to or in connection with the completion of our initial business combination,

which directors will be proposed by the Company’s Board following a nomination by the nominating and corporate governance committee.

Holders of our public shares will not have the right to appoint any directors to our Board prior to our initial business combination.

Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring

approval by our shareholders, including amendments to our Charter and approval of significant corporate transactions including our initial

business combination.

Sponsor has purchased an aggregate of 7,796,842 private placement warrants, each exercisable to purchase one Class A ordinary share at

34 unchanged sentences

combination within such time period;

(D) vote any founder shares held by them and any public shares purchased during or after the

IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination;

(D) vote any founder shares held by them and any public shares purchased during or after the IPO

(including in open market and privately-negotiated transactions) in favor of our initial business combination;

(E) the founder shares

9 unchanged sentences

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly

For the year ended December 31, 2023, the Company incurred $120,000 in expenses for these services.

In addition, the Company reimbursed

such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $88,395.

For the year ended December

31, 2022, the Company incurred $120,000 in expenses for these services.

In addition, the Company reimbursed such affiliate of the Sponsor

for certain costs incurred on the Company’s behalf in the amount of $167,618.

compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, officers and directors,

6 unchanged sentences

principal amount of up to $400,000, to be used for payment of costs related to the IPO.

The note is interest bearing (0.01%

annual rate) and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of the IPO.

These amounts have

been repaid upon completion of the IPO out of the $696,875 of offering proceeds that has been allocated for the payment of offering expenses.

As of December 31, 2022, there were no amounts outstanding under the promissory note.

addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate

of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest

The note is interest bearing (0.01% annual rate)

and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of the IPO.

These amounts have been repaid upon completion

of the IPO out of the $696,875 of offering proceeds that has been allocated for the payment of offering expenses.

August 3, 2022, concurrently with the execution of the Business Combination Agreement, Sponsor, the Company and Seamless had entered

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

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

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

contained in the Charter.

September 13, 2023, the Company issued 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 upon request by the Company.

The Note amended, replaced and superseded the Original Note in its

entirety, and any unpaid principal balance of the indebtedness evidenced by the Original Note has been merged into and evidenced by the

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

In the event the Company consummates

its initial business combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding under the Note

into that number of Working Capital Warrants equal to the portion of the principal amount of the Note being converted divided by $1.00,

rounded up to the nearest whole number.

The terms of the Working Capital Warrants, if any, would be identical to the terms of the private

placement warrants issued by the Company at the time of its 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.

of December 31, 2023, $325,000 was outstanding under the promissory note.

addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an

affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us additional funds as may be

required on a non-interest basis.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination

does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds

from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into private placement warrants

of the post business combination entity at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical

to the private placement warrants.

Except as set forth above, the terms of such loans, if any, have not been determined and no written

agreements exist with respect to such loans.

Prior to the completion of our initial business combination, we do not expect to seek loans

from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds

and provide a waiver against any and all rights to seek access to funds in our Trust Account.

that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to

repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans

may be convertible into private placement warrants of the post business combination entity at a price of $1.00 per warrant at the

option of the lender.

Such warrants would be identical to the private placement warrants.

Except as set forth above, the terms of

such loans, if any, have not been determined and no written agreements exist with respect to such loans.

Prior to the completion of

our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor

as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access

to funds in our Trust Account.

of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of working capital loans prior to our initial

39 unchanged sentences

rules of NYSE require that a majority of our Board be independent within one year of our IPO.

An “independent

director” is defined generally as a person who, in the opinion of the company’s Board, has no material relationship with

the listed company (either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with

the company).

We have four “independent directors” as defined in NYSE rules and applicable SEC rules prior to completion

Our Board has determined that Michael Moradzadeh, Jing Huang, Eric Weinstein, Dave Cameron and Jing Huang are “independent

directors” as defined in NYSE listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled

meetings at which only independent directors are present.

An “independent director” is

defined generally as a person who, in the opinion of the company’s Board, has no material relationship with the listed company

(either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with the company).

have four “independent directors” as defined in NYSE rules and applicable SEC rules prior to completion of the IPO.

has determined that Michael Moradzadeh, Jing Huang, Eric Weinstein, Dave Cameron and Jing Huang are “independent directors”

as defined in NYSE listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which

only independent directors are present.

of the Board of Directors

59 unchanged sentences

Notwithstanding

the foregoing, as indicated above, other than the payment to an affiliate of our Sponsor of

up to $10,000 per month, for up to until August 23, 2023 (or such earlier date as determined by our Board), as applicable, for office

space, utilities and secretarial and administrative support and reimbursement of expenses, and excluding director compensation as described

herein, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders,

officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation

of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the

compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into

in connection with such initial business combination.

the foregoing, as indicated above, other than the payment to an affiliate of our Sponsor of up to $10,000 per month, for up to until

the Third Extended Date, as applicable, for office space, utilities and secretarial and administrative

support and reimbursement of expenses, and excluding director compensation as described herein, no compensation of any kind, including

finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective

affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for

the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

32 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of Marcum LLP, or Marcum, acts as our independent registered public accounting

The following is a summary of fees paid to Marcum for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and

services that are normally provided by Marcum in connection with regulatory filings.

For the year ended December 31, 2022, fees for our

independent registered public accounting firm were $75,000 for the services Marcum performed in connection with the audit of our

December 31, 2022 consolidated financial statements included in this report.

firm of Marcum LLP, or Marcum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to

Marcum for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements

and services that are normally provided by Marcum in connection with regulatory filings.

For the years ended December 31, 2023 and

2022, fees for our independent registered public accounting firm were $110,000 and $75,000 for the services Marcum performed in

connection with the audit of our December 31, 2023 consolidated financial statements included in this report, respectively.

Audit-Related

2 unchanged sentences

that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

ended December 31, 2022, our independent registered public accounting firm incurred fees of $35,500 of audit related services in conjunction

with the performance of the audit or review of consolidated financial statements.

For the years

ended December 31, 2023 and 2022, our independent registered public accounting firm incurred fees of $57,235 and $35,500 of audit related

services in conjunction with the registration statements filed during the year, respectively.

We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2023.

1 unchanged sentence

audit committee was formed in connection with the effectiveness of our registration statement for our IPO.

the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit

committee were approved by our Board.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has

and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including the fees and

terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by

the audit committee prior to the completion of the audit).

As a result, the audit committee

did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were

approved by our Board.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve

all audit services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior

to the completion of the audit).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

following documents are included as exhibits to this Annual Report:

Combination Agreement, dated as of August 3, 2022, by and among INFINT, Merger Sub and Seamless.

Business Combination Agreement, dated as of August 3, 2022, by and among INFINT, Merger Sub and Seamless.

Amendment No.

5 unchanged sentences

Second Amended and Restated Memorandum and Articles of Association, dated February 14, 2023

Unit Certificate.

Class A Ordinary Share Certificate.

Warrant Certificate.

Agreement, dated November 23, 2021, between the Company and Continental Stock Transfer & Trust Company.

of Securities of the Registrant.

Note between InFinT Capital LLC, the Representative and InFinT Acquisition Corporation

and Restated Founder Share Subscription Agreement, dated November 23, 2021, between InFinT Capital LLC and the Registrant

Agreement, dated November 23, 2021, among the Company, InFinT Capital LLC and the other signatories made a party thereto.

Management Trust Agreement, dated November 23, 2021, 2021, between the Company and Continental Stock Transfer & Trust Company.

Rights Agreement, dated November 23, 2021, among the Company and the other signatories made a party thereto.

Placement Warrants Purchase Agreement, dated November 23, 2021, between the Company and InFinT Capital LLC.

Agreement, dated November 23, 2021 among the Company, InFinT Capital LLC and EF Hutton, division of Benchmark Investments, LLC

Agreement, dated November 23, 2021 among the Company, InFinT Capital LLC and JonesTrading Institutional Services LLC

Administrative

Support Agreement between the Company and InFinT Capital LLC.

Agreement, dated November 18, 2021, between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative

of the underwriters set forth on Schedule I thereto.

Support Agreement, dated as of August 3, 2022, by and among INFINT and certain shareholders of Seamless.

Support Agreement, dated as of August 3, 2022, by and among INFINT, Sponsor and Seamless.

of Registration Rights Agreement

of Lock-Up Agreement

Certification

of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

Certification

of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

Certification

of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Third Amended and Restated Memorandum and Articles of Association, dated August 18, 2023

Fourth Amended and Restated Memorandum and Articles of Association, dated February 16, 2024

Specimen Unit Certificate.

Specimen Class A Ordinary Share Certificate.

Specimen Warrant Certificate.

Warrant Agreement, dated November 23, 2021, between the Company and Continental Stock Transfer & Trust Company.

Description of Securities of the Registrant.

Promissory Note between InFinT Capital LLC, the Representative and InFinT Acquisition Corporation

Amended and Restated Founder Share Subscription Agreement, dated November 23, 2021, between InFinT Capital LLC and the Registrant

Letter Agreement, dated November 23, 2021, among the Company, InFinT Capital LLC and the other signatories made a party thereto.

Investment Management Trust Agreement, dated November 23, 2021, 2021, between the Company and Continental Stock Transfer & Trust Company.

Registration Rights Agreement, dated November 23, 2021, among the Company and the other signatories made a party thereto .

Private Placement Warrants Purchase Agreement, dated November 23, 2021, between the Company and InFinT Capital LLC.

Transfer Agreement, dated November 23, 2021 among the Company, InFinT Capital LLC and EF Hutton, division of Benchmark Investments, LLC

Transfer Agreement, dated November 23, 2021 among the Company, InFinT Capital LLC and JonesTrading Institutional Services LLC

Administrative Support Agreement between the Company and InFinT Capital LLC.

Underwriting Agreement, dated November 18, 2021, between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters set forth on Schedule I thereto.

Shareholder Support Agreement, dated as of August 3, 2022, by and among INFINT and certain shareholders of Seamless.

Sponsor Support Agreement, dated as of August 3, 2022, by and among INFINT, Sponsor and Seamless.

Form of Registration Rights Agreement

Form of Lock-Up Agreement

Promissory Note, dated May 1, 2023, issued by INFINT Acquisition Corporation to InFinT Capital LLC

Amended and Restated Promissory Note, dated September 13, 2023, issued by INFINT Acquisition Corporation to InFinT Capital LLC

Promissory Note, dated March 6, 2024, issued by INFINT Acquisition Corporation to Seamless Group Inc.

Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Clawback policy

XBRL Instance Document*

4 unchanged sentences

XBRL Definition Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

Furnished herewith.

(1) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 1, 2021.

Incorporated by reference to an exhibit to the Registrant’s Form S-1 (File No.

333-256310), filed with the SEC on May 20, 2021,

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 1, 2021.

Incorporated by reference to an exhibit to the Registrant’s Amendment

1 to Form S-1 (File No.

333-256310), filed with the SEC on July 14, 2021, as amended.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 9, 2022.

1 unchanged sentence

Incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2022.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange

Commission on February 15, 2023.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange

Commission on February 23, 2023.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 15, 2023.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 23, 2023.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on May 4, 2023

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on September 15, 2023

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on August 22, 2023

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on February 20, 2024

(12) Incorporated by reference

to an exhibit to the Registrant’s Amendment No.

3 to Form S-1 (File No.

333-256310), filed with the SEC on October 20, 2021, as

(13) Incorporated by reference to an exhibit to

the Registrant’s Current Report on Form 8-K filed with the SEC on March 15, 2024

(14) Incorporated by reference to an exhibit to the Registrant’s

Annual Report on Form 10-K, filed with the SEC on March 22, 2023.

FORM 10-K SUMMARY

3 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Sheets as of December 31, 2022 and December 31, 2021

Statements of Operations for the year ended December 31, 2022 and the period from March 8, 2021 (inception) to December 31, 2021

Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2022 and the period from March 8, 2021 (inception) to December 31, 2021

Statements of Cash Flows for the year ended December 31, 2022 and the period from March 8, 2021 (inception) to December 31, 2021

Balance Sheets as of December 31, 2023 and December 31, 2022

Statements of Operations for the years ended December 31, 2023 and 2022

Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022

Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Financial Statements

4 unchanged sentences

have audited the accompanying balance sheets of InfinT Acquisition Corporation (the “Company”) as of December 31, 2023 and

2021, the related statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2022 and the period

from March 8, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and the period from March

8, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

2022, the related statements of operations, stockholders’ deficit and cash flows for the years then ended, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its

cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted

in the United States of America.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described

in Note 1, the Company has a significant working capital deficiency and has until August 23, 2023 to complete a Business Combination

or the Company will cease all operations except for the purpose of liquidating.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern.

As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition

Corporation that was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing

all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination

with one or more businesses or entities on or before November 23, 2024.

The Company entered into a business combination agreement with

a business combination target on August 3, 2022;

however, the completion of this transaction is subject to the approval of the Company’s

stockholders among other conditions.

There is no assurance that the Company will obtain the necessary approvals, satisfy the required

closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to November 23, 2024,

The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period

of time after November 23, 2024 , in the event that it is unable to complete a business combination by that date.

These matters

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with regard to these

matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary should the Company

be unable to continue as a going concern.

financial statements are the responsibility of the Company’s management.

22 unchanged sentences

ACQUISITION CORPORATION

BALANCE SHEETS

December 31, 2023

December 31, 2022

Current Assets

and marketable securities held in Trust Account

$ 209,298,900

Prepaid expenses

Total Current Assets

Cash and marketable securities held in Trust Account

$ 209,298,900

AND SHAREHOLDERS’ DEFICIT

expenses – related party

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current Liabilities

underwriter fee payable

and Contingencies (Note 6)

A ordinary shares subject to possible redemption;

19,999,880 shares at redemption value

Shareholders’

shares, $ 0.0001 par value;

Accrued expenses

Accrued expenses – related party

Accrued expenses

Working capital loan- related party

Total current liabilities

Deferred underwriter fee payable

TOTAL LIABILITIES

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption;

7,408,425 and 19,999,880 shares at redemption value, respectively

Shareholders’ Deficit

Preferred shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued and outstanding

A ordinary shares, $ 0.0001 par value;

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued and outstanding (excluding the 19,999,880 shares

subject to redemption)

B ordinary shares, $ 0.0001 par value;

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

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

1 unchanged sentence

Ordinary shares

paid-in capital

( 8,488,887 )

Additional paid-in capital

Accumulated deficit

( 10,516,594 )

Shareholders’ Deficit

( 8,488,887 )

Total Shareholders’ Deficit

( 10,516,011 )

LIABILITIES AND SHAREHOLDERS’ DEFICIT

( 8,488,304 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$ 209,298,900

1 unchanged sentence

ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

December 31, 2022

For the Period from

March 8, 2021

December 31, 2021

OF OPERATIONS

the Years Ended

Formation and operating costs

1 unchanged sentence

Loss from operation costs

( 2,027,707 )

( 4,044,156 )

Other income:

Interest earned on marketable securities held in Trust Account

Net Income (Loss)

$ ( 1,111,964 )

Weighted average shares outstanding of Class A ordinary share subject to redemption

Basic and diluted net loss per ordinary share subject to redemption

Weighted average shares outstanding of Class B non-redeemable ordinary share

Basic and diluted net income (loss) per ordinary share subject to redemption

Weighted average shares outstanding of Class B non-redeemable ordinary share

Basic and diluted net loss per ordinary share not subject to redemption

Basic and diluted net income (loss) per ordinary share not subject to redemption

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2022

OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2023 and 2022

Ordinary Shares

Shareholders’

– January 1, 2022

Balance – January 1, 2023

$ ( 8,488,887 )

$ ( 8,488,304 )

of Class A ordinary shares to redemption value

Accretion of Class A ordinary shares to redemption value

( 2,540,000 )

1 unchanged sentence

( 7,715,207 )

for extension

Contribution for extension

Balance – December 31, 2023

$ ( 10,516,594 )

$ ( 10,516,011 )

– December 31, 2022 (audited)

Ordinary Shares

Shareholders’

Balance – January 1, 2022

$ ( 4,442,807 )

$ ( 4,442,224 )

THE PERIOD FROM MARCH 8, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Shareholders’

– March 8, 2021 (inception)

of Class B ordinary shares to Sponsor (1)

value of public warrants issued

costs allocated to public warrants

Placement Warrants

Fair value of representative

of Class A Ordinary Share subject to possible redemption

$ ( 4,442,807 )

$ ( 4,442,224 )

Accretion of Class A ordinary shares to redemption value

( 2,999,982 )

– December 31, 2021 (audited)

( 2,934,116 )

( 5,934,098 )

Contribution for extension

( 1,111,964 )

(1) Effective

on November 18, 2021, the Subscription Agreement was amended and restated to reflect an additional

issuance to Sponsor of 801,833 Founder Share by virtue of the upsize of the offering.

an aggregate of 5,833,083 founder shares of Class B ordinary shares issued and outstanding.

All shares and associated amounts have been retroactively restated to reflect the upsize

of the offering.

Net income (loss)

( 1,111,964 )

Balance – December 31, 2022

$ ( 8,488,887 )

$ ( 8,488,304 )

$ ( 8,488,887 )

$ ( 8,488,304 )

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

ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

December 31, 2022

For the Period from

March 8, 2021

December 31, 2021

OF CASH FLOWS

the Years Ended

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

$ ( 1,111,964 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on securities held in Trust Account

( 5,175,207 )

( 2,932,192 )

Changes in operating assets and liabilities:

4 unchanged sentences

Cash flows from investing activities:

Cash withdrawn from Trust Account in connection with redemption

Investment of cash in Trust Account

( 2,540,000 )

Net cash provided by investing activities

( 2,999,982 )

Net cash provided by (used in) investing activities

( 2,999,982 )

Cash flows from financing activities:

Proceeds from issuance of Class B ordinary shares to Sponsor

Proceeds from sale of Units, net of underwriting discount paid

Proceeds from sale of Private units

Payment of offering costs

Proceeds from Promissory Note

Repayment of Promissory Note

Proceeds for extension

Net cash provided by financing activities

Redemption of Class A ordinary shares

( 133,124,975 )

Contribution for extension

Proceeds from working capital loan- related party

Net cash (used in) provided by financing activities

( 130,259,975 )

Net change in cash

3 unchanged sentences

Accretion of Class A ordinary shares to redemption value

Deferred underwriting fee payable

accompanying notes are an integral part of these financial statements.

8 unchanged sentences

or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in financial technology

sections, generally headquartered in North America, Asia, Latin America, Europe and Israel, provided, however, that it has no intention

of conducting its 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.

sections, generally headquartered in North America, Asia, Latin America, Europe and Israel.

December 31, 2023, the Company had not yet commenced any operations.

40 unchanged sentences

ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

TO FINANCIAL STATEMENTS

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

6 unchanged sentences

and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 %

or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for

it not to be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company will

be able to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering, management has agreed that $ 10.15

per Unit sold in the Initial Public Offering,

including the proceeds of the sale of the Private Placement Warrants, will be held in the Trust Account and invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in

any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment

Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution

of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to

be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company will be able

to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering, management has agreed that $ 10.15 per

Unit sold in the Initial Public Offering, including the proceeds of the sale of the Private Placement Warrants, will be held in the Trust

Account and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with

a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions

of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination

or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a

13 unchanged sentences

shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially

per share, plus any pro rata interest earned

on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share amount to

be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company

will pay to the underwriter.

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s

warrants or rights.

These ordinary shares will be recorded at a redemption value and classified as temporary equity upon the completion

of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

$ 10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company

to pay its tax obligations).

The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced

by the deferred underwriting commissions the Company will pay to the underwriter.

There will be no redemption rights upon the completion

of a Business Combination with respect to the Company’s warrants or rights.

These ordinary shares will be recorded at a redemption

value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

ACQUISITION CORPORATION

5 unchanged sentences

accordance with the provisions of the Charter and the business combination agreement among the

Company, FINTECH Merger Sub Corp.(“Merger Sub”), and Seamless Group Inc., (“Seamless”), as amended (the “Business Combination Agreement”), Seamless

deposited additional funds in the amount of $ 2,999,982 to

the Company’s Trust Account on November 22, 2022 to automatically extend the date by which the Company must consummate

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

Company, FINTECH Merger Sub Corp.(“Merger Sub”), and Seamless Group Inc., (“Seamless”), as amended (the “Business

Combination Agreement”), Seamless deposited additional funds in the amount of $ 2,999,982

to the Company’s Trust Account on November 22, 2022 to automatically extend the date by which

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

Business Combination

On February 13,

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

extend the date that the Company has to consummate a business combination from February 23, 2023 to the to August 23, 2023, or such

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

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

Accordingly, the Company now has

until August 23, 2023 to consummate its initial business combination (the “Combination Period”).

If the Company

is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public

shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000

of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will

completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation

distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the

Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of

clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all

cases subject to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions with

respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial business

combination before the Extended Date.

August 3, 2022, INFINT Acquisition Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands

(“INFINT”), entered into the Business Combination Agreement with Merger Sub and Seamless (as amended on October 20, 2022,

November 29, 2022 and February 20, 2023 and may be further amended, the “Business Combination Agreement”).

The Business Combination

Agreement was unanimously approved by INFINT’s board of directors.

If the Business Combination Agreement is approved by INFINT’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 (the “Merger”),

with Seamless surviving the Merger as a wholly owned subsidiary of INFINT (Seamless, as the surviving entity of the Merger, is referred

to herein as “New Seamless” and such transactions are referred to collectively as the “Proposed Transactions”).

the Business Combination Agreement, holders of Seamless’ shares (“Seamless Shareholders”) are expected to receive $ 400,000,000

(“Seamless Value”) in aggregate consideration

in the form of INFINT ordinary shares, par value $ 0.0001

per share (“New INFINT Ordinary Shares”),

equal to the quotient obtained by dividing (i) the Seamless Value by (ii) $ 10.00 .

accordance with the provisions of the Charter and the Business Combination Agreement, as amended, Seamless deposited additional funds

in the amount of $ 2,999,982 to the Company’s Trust Account on November 22, 2022 to automatically extend the date by which the Company

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

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

to extend the date that the Company has to consummate a business combination from February 23, 2023 to the to August 23, 2023, or such

earlier date as determined by the Company’s board of directors.

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

upon approval of the First Extension.

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

to extend the date that the Company has to consummate a business combination from August 23, 2023 to February 23, 2024, or such earlier

date as determined by the Company’s board of directors (such date, the “Second Extended Date”).

Under Cayman Islands

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

In 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 23 rd day of each subsequent

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

In 2023, a total of $ 1,740,000

was deposited into the Trust Account as

such required contributions.

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 Trust Account.

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

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

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

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

until the Extended Date.

As of December 31, 2023, a total of $ 800,000 was deposited into the Trust Account as such required Contributions.

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

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

date as determined by the Board (the “Third Extended Date”).

Accordingly, the Company 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.

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

“Combination Period”).

If the Company is unable to complete a Business Combination within the Combination Period, the Company

will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest income

to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public

shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s

board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman

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

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.

Sponsor has agreed (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion

3 unchanged sentences

to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination

or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination by the Extended Date or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company

fails to complete the initial Business Combination by the Extended Date although they will be entitled to liquidating distributions from the Trust Account with respect

to any public shares they hold if the Company fails to complete its initial business combination within the prescribed time frame;

(iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open

market and privately-negotiated transactions) in favor of the initial business combination.

or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination by the Extended Date or (B)

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

waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete

the initial Business Combination by the Extended Date although they will be entitled to liquidating distributions from the Trust Account

with respect to any public shares they hold if the Company fails to complete its initial business combination within the prescribed time

and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including

in open market and privately-negotiated transactions) in favor of the initial business combination.

Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products

19 unchanged sentences

TO FINANCIAL STATEMENTS

August 3, 2022, INFINT Acquisition Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands

(“ INFINT ”), entered into the Business Combination Agreement with Merger Sub and Seamless (as amended on October 20,

2022, November 29, 2022 and February 20, 2023 and may be further amended, the “ Business Combination Agreement ”).

Business Combination Agreement was unanimously approved by INFINT’s board of directors.

If the Business Combination Agreement is

approved by INFINT’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 (the “ Merger ”), with Seamless surviving the Merger as a wholly owned subsidiary of INFINT (Seamless, as the

surviving entity of the Merger, is referred to herein as “ New Seamless ” and such transactions are referred to collectively

as the “ Proposed Transactions ”).

the Business Combination Agreement, holders of Seamless’ shares (“ Seamless Shareholders ”) are expected to receive

$ 400,000,000 (“ Seamless Value ”) in aggregate consideration in the form of INFINT ordinary shares, par value $ 0.0001

per share (“ New INFINT Ordinary Shares ”), equal to the quotient obtained by dividing (i) the Seamless Value by (ii) $ 10.00 .

Concern, Liquidity and Capital Resources

of December 31, 2022, the Company had approximately $ 271,467 of cash in its operating account and working capital deficit of approximately

$ 2,488,340 .

of December 31, 2023, the Company had approximately $ 43,509 of cash in its operating account

and working capital deficit of approximately $ 4,516,047 .

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

18 unchanged sentences

Company will be able to consummate any business combination by required liquidation date.

On February 13, 2023, the Company’s shareholders approved the Extension Proposal.

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.

Management has determined that the mandatory liquidation, should a

business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to

continue as a going concern for the next twelve months from the issuance of these financial statements.

On 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 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.

Management has determined that the mandatory liquidation, should a business

combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue

as a going concern for the next twelve months from the issuance of these financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

40 unchanged sentences

Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin

Topic 5A, “ Expenses of Offering .” Offering costs of $ 582,540

consist principally of costs incurred in connection

with formation of the Company and preparation for the Initial Public Offering and fair value of representative shares of $ 268,617 .

These costs, together with the underwriter discount of $ 8,499,949

and fair value of the representation shares were

charged to additional paid-in capital upon completion of the Initial Public Offering.

Topic 5A, “ Expenses of Offering .” Offering costs of $ 582,540 consist principally of costs incurred in connection with

formation of the Company and preparation for the Initial Public Offering and fair value of representative shares of $ 268,617 .

together with the underwriter discount of $ 8,499,949 and fair value of the representation shares were charged to additional paid-in capital

upon completion of the Initial Public Offering.

A ordinary shares subject to possible redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing

Liabilities from Equity ”.

Ordinary shares subject to mandatory redemption are classified as a liability instrument and are

measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s

Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control

and subject to the occurrence of uncertain future events.

Accordingly, at December 31, 2022, the Class A ordinary shares subject to possible

redemption in the amount of $ 208,932,880 are presented as temporary equity, outside of the shareholders’ equity section of the

Company’s balance sheet.

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480

“ Distinguishing Liabilities from Equity ”.

Ordinary shares subject to mandatory redemption are classified as a

liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that

feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain

events not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are

classified as shareholders’ equity.

The Company’s Class A ordinary shares feature certain redemption rights that are

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

Accordingly, at December 31, 2023 and 2022, the Class A ordinary shares subject to possible redemption in the amount of $ 83,523,112

and $ 208,932,880

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

respectively.

Company’s redeemable ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has

8 unchanged sentences

amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

OF RECONCILIATION OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

$ 199,998,800

allocated to public warrants

( 7,482,088 )

A ordinary shares issuance costs

SCHEDULE OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

Class A ordinary shares subject to possible redemption at January 1, 2022

$ 202,998,782

costs allocated to public warrants

of carrying value to initial redemption value

A ordinary shares subject to possible redemption at December 31, 2021

Accretion of carrying value to initial redemption value

Class A ordinary shares subject to possible redemption at December 31, 2022

$ 208,932,880

of carrying value to initial redemption value

A ordinary shares subject to possible redemption at December 31, 2022

Accretion of carrying value to initial redemption value

Redemption of Class A Ordinary Shares

( 133,124,975 )

Class A ordinary shares subject to possible redemption at December 31, 2023

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

23 unchanged sentences

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and December

31, 2021, and for the year ended December 31, 2022, and for the period from March 8, 2021 (inception), through December 31, 2021.

31, 2022, and for the years then ended.

Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from

its position.

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

is currently no taxation imposed on income by the Government of the Cayman Islands.

4 unchanged sentences

twelve months.

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

loss per ordinary share

2 unchanged sentences

Earnings and losses are shared pro rata between the two classes of shares.

loss per share is computed by dividing net loss by the weighted average number of ordinary share outstanding during the period, excluding

ordinary share subject to forfeiture.

At December 31, 2022, the Company did not have any dilutive securities and other contracts that

could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company.

As a result, diluted

loss per share is the same as basic loss per share for the periods presented.

Net loss per share is computed by dividing net loss by the weighted average number of ordinary share outstanding during the period,

excluding ordinary share subject to forfeiture.

At December 31, 2023 and 2022, the Company did not have any dilutive securities and

other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the

As a result, diluted loss per share is the same as basic loss per share for the periods presented.

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

OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES

the year ended

December 31, 2022

the period from March 8, 2021 (inception) to

December 31, 2021

and diluted net loss per ordinary share

$ ( 860,883 )

SCHEDULE OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES

For the year ended December 31, 2023

For the year ended December 31, 2022

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

$ ( 860,883 )

$ ( 251,081 )

and diluted weighted average common shares

and diluted net loss per ordinary share

Basic and diluted weighted average common shares

Basic and diluted net income (loss) per ordinary share

Concentration

6 unchanged sentences

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB (as defined below) ASC 820,

820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying

balance sheet, primarily due to their short-term nature.

“Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet,

primarily due to their short-term nature.

issued accounting pronouncements

for the below, management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted,

would have a material effect on the Company’s financial statements.

August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,

Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity

(Subtopic 815-40) (“ASU 2020-06”) to simplify certain financial instruments.

ASU 2020-06 eliminates the current models that

require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope

exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces

additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the converted method for all convertible

ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 and should be applied on a full or modified

retrospective basis.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim

periods within those fiscal years.

The Company adopted ASU 2020-06 and there was no impact to the Company’s financial position,

results of operations or cash flows as a result of this adoption.

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

8 unchanged sentences

Simultaneously

with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 Private Placement Warrants to the Sponsor, at a price of $ 1.00

per Private Placement Warrant, generating total gross proceeds of $ 7,796,842 .

with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 Private Placement Warrants

to the Sponsor, at a price of $ 1.00 per Private Placement Warrant, generating total gross proceeds of $ 7,796,842 .

proceeds from the sale of the Private Placement Warrants have been added to the net proceeds from the Initial Public Offering held in

6 unchanged sentences

RELATED PARTY TRANSACTIONS

December 31, 2022 and 2021, the Company has issued an aggregate of 5,833,083 Class B ordinary shares to the Sponsor for an aggregate

December 31, 2023 and December 31, 2022, the Company issued an aggregate of 5,833,083 Class B ordinary shares to the Sponsor for an aggregate

purchase price of $ 25,100 in cash.

Our Sponsor transferred 69,999 Class B ordinary shares to EF Hutton and 30,000 Class B ordinary shares

to JonesTrading as representative shares (the representative shares are deemed to be underwriter’s compensation by the Financial Industry Regulatory Authority (the “FINRA”) pursuant

to Rule 5110 of the FINRA Manual).

The initial shareholders collectively own 22.58 % of the Company’s issued and outstanding shares

after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering

and excluding the placement units and underlying securities).

to JonesTrading as Representative Shares (the Representative Shares are deemed to be underwriter’s compensation by the Financial

Industry Regulatory Authority (“FINRA”) pursuant to Rule 5110 of the FINRA Manual).

The initial shareholders collectively

own 22.58 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders

do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities).

initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary share (except to certain permitted transferees)

any of the Class B ordinary shares (or the Class A ordinary shares into which they be converted) until, the earlier of (i) nine months

or any of the Class B ordinary shares (or the Class A ordinary shares into which they be converted) until, the earlier of (i) nine months

after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s Class

3 unchanged sentences

of the Company’s shareholders having the right to exchange their ordinary share for cash, securities or other property.

Note – Related Party

April 20, 2021, the Sponsor issued an unsecured promissory note (the “Promissory Note”) to the Company, pursuant to

which the Company may borrow up to an aggregate principal amount of up to $ 400,000 ,

to be used for payment of costs related to the Initial Public Offering.

The note was interest bearing ( 0.01 %

annual rate) and was payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering.

amounts were repaid upon completion of the Initial Public Offering out of the $ 696,875

Promissory Note – Related Party

April 20, 2021, the Sponsor issued an unsecured promissory note (the “Promissory Note”) to the Company, pursuant to which

the Company may borrow up to an aggregate principal amount of up to $ 400,000 , to be used for payment of costs related to the Initial

Public Offering.

The note was interest bearing ( 0.01 % annual rate) and was payable on the earlier of (i) December 31, 2021 or (ii) the

consummation of the Initial Public Offering.

These amounts were repaid upon completion of the Initial Public Offering out of the $ 696,875

of offering proceeds that has been allocated for the payment of offering expenses.

The Company borrowed $ 338,038

(included interest) under the Promissory Note, and fully repaid the Note in full on December

As of December 31, 2022 and 2021, there was no

outstanding balance under the Promissory Note.

The Company borrowed $ 338,038 (included interest)

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

As of December

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

Administrative

3 unchanged sentences

and administrative services, including office space, utilities and administrative services, as the Company may require from time to time.

The Company has agreed to pay the Sponsor $ 10,000 per month for these services.

The Company has agreed to pay the Sponsor $ 10,000

per month for these services.

For the year ended

December 31, 2023, the Company incurred $ 120,000

in expenses for these services.

addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount

of $ 88,395 .

For the year ended December 31, 2022, the Company incurred $ 120,000

in expenses for these services.

I n addition, the Company reimbursed such affiliate of

the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 167,618 .

For the period from March 8, 2021 (inception)

through December 31, 2021, the Company incurred $ 10,000 in expenses for these services.

addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount

11 unchanged sentences

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

On As of December 31, 2022 and

2021, the Company has not borrowed any amounts from Working Capital Loans.

May 1, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 150,000 to the

Sponsor, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company.

The Note does

not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination

(such date, the “Maturity Date”).

In the event the Company consummates its initial business combination, the Sponsor has

the option on the Maturity Date to convert the principal outstanding under the Note into that number of private placement warrants (“Working

Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $ 1.00 , rounded up to the

nearest whole number.

The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants,

including the transfer restrictions applicable thereto.

The Note was subject to customary events of default, the occurrence of certain

of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming

immediately due and payable.

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

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

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

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

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

payable on the Maturity Date.

In the event the Company consummates its initial business combination, the Sponsor has the option on the

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

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

The terms of the

Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants, including the transfer restrictions

applicable thereto.

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

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

As of December 31, 2023 and December 31, 2022, the Company has borrowed $ 325,000 and nil from the Working Capital Loans,

respectively.

On March 6, 2024, the Company

issued an unsecured promissory note in the principal amount up to $ 500,000

to Seamless Group Inc.

a Cayman Islands exempted company (“Seamless”), which may be drawn down from time to time prior

to the Maturity Date (as defined below) upon request by the Company.

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

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

ACQUISITION CORPORATION

60 unchanged sentences

Support Agreement

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

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

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

connection with the Proposed Transactions, and (c) waive certain anti-dilution provisions contained in the Company’s

Memorandum and Articles of Association.

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

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

Combination Agreement and the Proposed Transactions, (b) abstain from redeeming any Sponsor founder shares in connection with the Proposed

Transactions, and (c) waive certain anti-dilution provisions contained in the Company’s Memorandum and Articles of Association.

the Closing, INFINT will enter into individual Lock-Up Agreements with each of certain Seamless Shareholders (each, a “ Locked-Up

24 unchanged sentences

At December 31, 2023 and 2022,

there were no Class A ordinary shares issued and outstanding (excluding the 19,999,880 shares subject to redemption).

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

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

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

27 unchanged sentences

at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant

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

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

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

12 unchanged sentences

ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

TO FINANCIAL STATEMENTS

addition, if (x) the Company issues additional Class A ordinary share or equity-linked securities in connection with the closing of a

15 unchanged sentences

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

December 31, 2022 and 2021, there were 9,999,940

Public Warrants outstanding and 7,796,842

warrants (each, a “Private Warrant” and collectively, the “Private Warrants”) outstanding.

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

instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC

The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the

definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification

under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument

holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among

other conditions for equity classification.

This assessment, which requires the use of professional judgment, was conducted at the

time of warrant issuance and as of each subsequent period end date while the instruments are outstanding.

Management has concluded

that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting

December 31, 2023 and 2022, there were 9,999,940 Public Warrants outstanding and 7,796,842 warrants (each, a “Private Warrant”

and collectively, the “Private Warrants”) outstanding.

The Company accounts for warrants

as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable

authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the

instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and

whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed

to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments

are outstanding.

Management has concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify

for equity accounting treatment.

INITIAL BUSINESS COMBINATION

6 unchanged sentences

the Merger as a wholly owned subsidiary of INFINT.

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

Consideration

2 unchanged sentences

ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

TO FINANCIAL STATEMENTS

the effective time, by virtue of the Merger:

shares of Seamless issued and outstanding immediately prior to the effective time will be cancelled and converted into the right

to receive, in accordance with the terms of the Business Combination Agreement and the Payment Spreadsheet, the number of New INFINT Ordinary Shares set forth in the Payment Spreadsheet;

to receive, in accordance with the terms of the Business Combination Agreement and the Payment Spreadsheet, the number of New INFINT

Ordinary Shares set forth in the Payment Spreadsheet;

options that are outstanding immediately prior to the effective time, whether vested or unvested, will be converted into the Exchanged

Options in accordance with the terms of the Company Equity Plan, the Business

Combination Agreement and the Payment Spreadsheet.

Following the effective time, the Exchanged Options will continue to be governed

by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Seamless

option(s) immediately prior to the effective time.

RSUs that are outstanding immediately prior to the effective time will be converted into the Exchanged RSUs in accordance

with the terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet.

Following the effective

time, the Exchanged RSUs will continue to be governed by the same terms and conditions (including vesting and exercisability terms)

as were applicable to the corresponding former Seamless RSUs immediately prior to the effective time.

Options in accordance with the terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet.

Following the effective time, the Exchanged Options will continue to be governed by the same terms and conditions (including vesting

and exercisability terms) as were applicable to the corresponding former Seamless option(s) immediately prior to the effective time.

RSUs that are outstanding immediately prior to the effective time will be converted into the Exchanged RSUs in accordance with the

terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet.

Following the effective time, the

Exchanged RSUs will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were

applicable to the corresponding former Seamless RSUs immediately prior to the effective time.

Statement/Prospectus and INFINT Shareholder Meeting

and Seamless filed with the SEC a Registration Statement on Form S-4 on September 30, 2022, as amended on December 1, 2022 and February 13, 2023, which

included a proxy statement/prospectus that will be used as a proxy statement to be used in connection with the special meeting of

the INFINT shareholders to be held to consider approval and adoption of (i) the Business Combination Agreement and the transactions contemplated therein, (ii) the issuance of New INFINT Ordinary Shares as contemplated by the Business Combination Agreement, (iii) the INFINT Second Amended and Restated

Memorandum and Articles and (iv) any other proposals the parties deem necessary or desirable to effectuate the transactions contemplated

by the Business Combination Agreement.

and Seamless filed with the SEC a Registration Statement on Form S-4 on September 30, 2022, as amended on December 1, 2022, February

13, 2023, April 18, 2023, June 9, 2023, August 11, 2023 and December 7, 2023, which included a proxy statement/prospectus that will be

used as a proxy statement to be used in connection with the special meeting of the INFINT shareholders to be held to consider approval

and adoption of (i) the Business Combination Agreement and the transactions contemplated therein, (ii) the issuance of New INFINT Ordinary

Shares as contemplated by the Business Combination Agreement, (iii) the INFINT Amended and Restated Memorandum and Articles and (iv)

any other proposals the parties deem necessary or desirable to effectuate the transactions contemplated by the Business Combination Agreement.

SUBSEQUENT EVENTS

4 unchanged sentences

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

February 13, 2023, the Company held the Extraordinary General Meeting.

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.

accordance with the provisions of the Business Combination Agreement, as amended, additional fund 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.

January 19, 2024, the Company received a notification (the “Notice”) from the NYSE informing the Company that, because the

number of public shareholders is less than 300, the Company is not in compliance with Section 802.01B of the NYSE Listed Company Manual

(the “Listing Rule”).

The Listing Rule requires the Company to maintain a minimum of 300 public stockholders on a continuous

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.

March 4, 2024, the Company submitted such a business plan to demonstrate how the Company 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 staff of NYSE Regulation.

If NYSE Regulation

accepts the plan, the Company will be notified in writing and will be subject to periodic reviews including quarterly monitoring for

compliance with such plan.

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

expects that upon completion of an initial business combination it will have at least 300 public shareholders.

The Notice has no immediate

impact on the Company’s Class A ordinary shares, and provided the NYSE approves the plan, the Company’s Class A ordinary

shares are expected to continue to be listed and traded on the NYSE during the 18-month period, subject to the Company’s compliance

with other NYSE listing standards and periodic review by the NYSE of the Company’s progress under the plan.

February 16, 2024, at the Extraordinary General Meeting of the Company, the shareholders of the Company approved a special resolution

to amend the Charter to extend the date that the Company has to consummate a business combination from February 23, 2024 to the Third Extended Date.

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 trust account.

March 6, 2024, the Company issued the 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 Note does

not bear interest and the principal balance will be payable on the Maturity Date.

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 previously disclosed, the Company, Seamless and FINTECH Merger Sub Corp., a Cayman

Islands exempted company and a wholly owned subsidiary of the Company, are parties to the business combination agreement dated August

3, 2022, as amended.

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

20 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures