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Item 1. Financial Statements

2024-05-21 compared with 2023-11-20 · 168 added, 205 removed, 675 unchanged (36% of the section changed)

2 unchanged sentences

BALANCE SHEETS

September 30, 2023

December 31, 2022

Current Assets

Prepaid expenses

Total Current Assets

Cash and marketable securities held in Trust Account

$ 209,298,900

LIABILITIES AND SHAREHOLDERS’ DEFICIT

4 unchanged sentences

Working capital loan- related party

Promissory note- Seamless Note

Total current liabilities

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500,000,000 shares authorized;

none issued and outstanding (excluding the 7,408,425 and 19,999,880 shares subject to redemption as of September 30, 2023 and December 31, 2022, respectively)

none issued and outstanding (excluding the 4,747,021 and 7,408,425 shares subject to redemption as of March 31, 2024 and December 31, 2023, respectively)

Class B ordinary shares, $ 0.0001 par value;

10 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$ 209,298,900

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS (UNAUDITED)

STATEMENT OF OPERATIONS (UNAUDITED)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Formation and operating costs

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Loss from operation costs

( 1,118,431 )

( 1,682,782 )

( 2,859,058 )

Other income:

Interest earned on marketable securities held in Trust Account

Net Income (Loss)

$ ( 202,169 )

$ ( 1,648,235 )

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

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

Basic and diluted net income 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 not subject to redemption

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

accompanying notes are an integral part of these financial statements.

1 unchanged sentence

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED)

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

THE THREE MONTHS ENDED MARCH 31, 2024

Ordinary Shares

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( 1,269,100 )

( 2,211,158 )

Contribution for extension

2 unchanged sentences

$ ( 10,875,008 )

Accretion of Class A ordinary shares to redemption value

( 1,218,775 )

( 2,088,775 )

Contribution for extension

Balance – June 30, 2023 (unaudited)

$ ( 9,618,653 )

$ ( 9,618,070 )

Accretion of Class A ordinary shares to redemption value

( 1,232,175 )

( 1,842,175 )

Contribution for extension

Balance – September 30, 2023 (unaudited)

$ ( 10,171,669 )

$ ( 10,171,086 )

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

THE THREE MONTHS ENDED MARCH 31, 2023

Ordinary Shares

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$ ( 8,488,304 )

Balance – March 31, 2022(unaudited)

$ ( 8,488,887 )

1 unchanged sentence

Accretion of Class A ordinary shares to redemption value

Balance – June 30, 2022 (unaudited)

( 1,631,158 )

( 2,211,158 )

$ ( 6,185,358 )

$ ( 6,184,775 )

Accretion of Class A ordinary shares to redemption value

Net income (loss)

Balance – September 30, 2022 (unaudited)

Contribution for extension

Balance – March 31, 2023(unaudited)

$ ( 9,121,807 )

4 unchanged sentences

ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended

September 30,

STATEMENT OF CASH FLOWS (UNAUDITED)

Three Months Ended

Cash flows from operating activities:

Net income (loss)

$ ( 1,648,235 )

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

1 unchanged sentence

( 1,631,158 )

( 1,210,823 )

Changes in operating assets and liabilities:

6 unchanged sentences

Investment of cash in Trust Account

( 2,060,000 )

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from promissory note- Seamless Note

Redemption of Class A ordinary shares

( 30,285,815 )

( 109,309,854 )

Contribution for extension

Proceeds from working capital loan- related party

Due to related parties

Net cash (used in) provided by financing activities

Net cash used in financing activities

( 29,724,109 )

( 108,729,854 )

Net change in cash

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business combination with one or more businesses or entities (“Business Combination”).

September 30, 2023, the Company had not yet commenced any operations.

All activity through September 30, 2023 relates to the Company’s

March 31, 2024, the Company had not yet commenced any operations.

All activity through March 31, 2024 relates to the Company’s

formation, the initial public offering (the “Initial Public Offering”) and the search for a target business with which to

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Each Unit consists of one Class

A ordinary share of the Company and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one

Class A ordinary share.

The Company granted the underwriter a 45-day option to purchase up to an additional 2,608,680 Units at the Initial

Public Offering price to cover over-allotments, if any.

Simultaneous with the close of the Initial Public Offering, the over-allotment

option was exercised in full.

A ordinary share of the Company and one-half of one redeemable warrant (each, a “Public Warrant” and collectively, the “Public

Warrants”), where each whole warrant entitles the holder to purchase one Class A ordinary share.

The Company granted the underwriter

a 45-day option to purchase up to an additional 2,608,680 Units at the Initial Public Offering price to cover over-allotments, if any.

Simultaneous with the close of the Initial Public Offering, the over-allotment option was exercised in full.

Simultaneously

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

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

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

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

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

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

Under Cayman Islands law, the amendment to the Charter took

effect upon approval of the First Extension Proposal.

Accordingly, the Company had until August 23, 2023 to consummate its initial business

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

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

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

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

Under Cayman Islands

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

Accordingly, the Company had until August

23, 2023 to consummate its initial business combination.

In connection with the votes to approve the First Extension Proposal, the holders

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

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

million in the Trust Account.

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

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

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

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

Accordingly, the Company now has

until February 23, 2024 to consummate its initial business combination (the “Combination Period”).

In connection with the

votes to approve the Second Extension Proposal, the holders of 2,176,003 Class A ordinary shares of the Company properly exercised their

right to redeem their shares for cash at a redemption price of approximately $ 10.94 per share, for an aggregate redemption amount of

approximately $ 23.8 million, leaving approximately $ 81.1 million in the Trust Account.

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

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

Accordingly, the Company

had until February 23, 2024 to consummate its initial business combination.

In connection with the votes to approve the Second Extension

Proposal, the holders of 2,176,003 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash

at a redemption price of approximately $ 10.94 per share, for an aggregate redemption amount of approximately $ 23.8 million, leaving approximately

$ 81.1 million in the Trust Account.

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 of directors (such date, as may be further extended by vote of the Company’s shareholders, the “Third Extended

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

the Company now has until the Third Extended Date to consummate its initial business combination (the “Combination Period”).

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.

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

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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.

its initial business combination before the Third Extended Date.

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

1 unchanged sentence

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

As of August 23, 2023, a total of $ 1,740,000 has

been deposited into the Trust Account as such required contributions.

As of August 23, 2023, a total of $ 1,740,000 was

deposited into the Trust Account as such required contributions.

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

1 unchanged sentence

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

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

until the Extended Date.

As of November 17, 2023, a total of $ 640,000 has been deposited into the Trust Account as such required

Contributions.

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

until the Second Extended Date.

As of November 17, 2023, a total of $ 640,000 was deposited into the Trust Account as such required contributions.

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.

As of May 20, 2024, a total of $ 560,000 has been deposited into the Trust Account as such required contributions.

ACQUISITION CORPORATION

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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 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.

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

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

(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 Third 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;

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

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Concern, Liquidity and Capital Resources

of September 30, 2023, the Company had approximately $ 80,473 of cash in its operating account

and working capital deficit of approximately $ 4,171,122 .

of March 31, 2024, the Company had approximately $ 9,458 of cash in its operating account and working capital deficit of approximately

$ 4,875,044 .

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

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no assurance that the Company will be able to consummate any business combination by required liquidation date.

On August 18, 2023, the

Company’s shareholders approved the Second Extension Proposal.

On February 16, 2024,

the Company’s shareholders approved the Third Extension Proposal.

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

upon approval of the Second Extension Proposal.

Accordingly, the Company now has until February 23, 2024 to consummate its initial business

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.

upon approval of the Third Extension Proposal.

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

business combination.

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

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Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents as of September 30, 2023 and December 31, 2022.

The Company had no cash equivalents as of March 31, 2024 and December 31, 2023.

and Marketable Securities Held in Trust Account

of September 30, 2023, and December 31, 2022, the Company had $ 81,950,013 and $ 208,932,880 in cash and marketable securities held in

the Trust Account.

of March 31, 2024 and December 31, 2023, the Company had $ 54,506,397

and $ 83,523,112

in cash and marketable securities held in the Trust Account.

Costs associated with the Initial Public Offering

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of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at September 30, 2023, the Class

A ordinary shares subject to possible redemption in the amount of $ 81,950,013 are presented as temporary equity, outside of the shareholders’

Accordingly, at March 31, 2024, the Class A

ordinary shares subject to possible redemption in the amount of $ 54,506,397 are presented as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

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TO CONDENSED FINANCIAL STATEMENTS

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

amounts of Class A ordinary shares reflected on the balance sheets are reconciled in the following table:

SCHEDULE OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

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

Class A ordinary shares subject to possible redemption at January 1, 2023

$ 208,932,880

2 unchanged sentences

$ ( 133,124,975 )

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

Accretion of carrying value to initial redemption value

Class A ordinary shares subject to possible redemption at June 30, 2023

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

Accretion of carrying value to initial redemption value

1 unchanged sentence

$ ( 30,285,815 )

Class A ordinary shares subject to possible redemption at September 30, 2023

Class A ordinary shares subject to possible redemption at March 31, 2024

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

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December

31, 2022, and for the three months ended September 30, 2022.

The Company is currently not aware of any issues under review that could

result in significant payments, accruals or material deviation from its position.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December

31, 2023, and for the three months ended March 31, 2024 and 2023.

The Company is currently not aware of any issues under review that

could result in significant payments, accruals or material deviation from its position.

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

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TO CONDENSED FINANCIAL STATEMENTS

income (loss) per ordinary share

income per ordinary share

Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company applies the two-class

1 unchanged sentence

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

Net income (loss)

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

ordinary share subject to forfeiture.

At September 30, 2023, the Company did not have any dilutive securities and other contracts that

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

As a result, diluted

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

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

Net income per share

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

share subject to forfeiture.

At March 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially,

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

As a result, diluted income per share is

the same as basic income per share for the periods presented.

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

SCHEDULE OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES

For the three months ended

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

$ ( 156,519 )

Basic and diluted weighted average common shares

Basic and diluted net income (loss) per ordinary share

For the nine months ended

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

$ ( 1,276,064 )

Basic and diluted net income per ordinary share

Allocation of net income

Basic and diluted weighted average common shares

Basic and diluted net income (loss) per ordinary share

Basic and diluted net income per ordinary share

Concentration

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which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

At September 30, 2023 and December 31, 2022, the Company

At March 31, 2024 and December 31, 2023, the Company

had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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RELATED PARTY TRANSACTIONS

September 30, 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

March 31, 2024 and December 31, 2023, 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 (“FINRA”) pursuant to Rule 5110 of the FINRA Manual).

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

As of September 30,

As of March 31, 2024

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

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

For the three months

ended September 30, 2023, the Company incurred $ 30,000 in expenses for these services.

In addition, the Company reimbursed such affiliate

For the three months ended March 31, 2024, the Company

incurred $ 30,000 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 $ 6,000 .

For the nine months ended September

For the three months ended March 31,

2023, the Company incurred $ 30,000 in expenses for these services.

1 unchanged sentence

reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 24,970 .

For the three

months ended September 30, 2022, the Company incurred $ 30,000 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 $ 44,621 .

For the nine months ended

September 30, 2022, the Company incurred $ 90,000 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 $ 121,445 .

Party Loans and Costs

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

As of September 30, 2023 and December 31, 2022, the Company has borrowed $ 250,000 and nil from the Working Capital Loans,

respectively.

As of March 31, 2024 and December 31, 2023, the Company has borrowed $ 325,000 from the Working Capital Loans, respectively.

March 6, 2024, the Company issued an unsecured promissory note (the “Seamless Note”) in the principal amount of up to $ 500,000

to Seamless, which may be drawn down from time to time prior to the Maturity Date upon request by the Company.

The Seamless Note does

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

The Seamless Note is subject to customary events of

default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Second Note and all other sums

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

As of March 31, 2024 and December 31, 2023, the Company

has borrowed $ 241,706 and nil from the Seamless Note, respectively.

ACQUISITION CORPORATION

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The holders of the majority of the insider shares can elect to exercise these registration rights at

any time commencing three months prior to the date on which these ordinary share are to be released from escrow.

any time commencing three months prior to the date on which these ordinary shares are to be released from escrow.

The holders of a majority

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designation, rights and preferences as may be determined from time to time by the Company’s board of directors.

At September 30,

At March 31, 2024

and December 31, 2023, there were no preferred shares issued or outstanding.

1 unchanged sentence

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share .

At September 30, 2023 and December

31, 2022, there were no Class A ordinary shares issued and outstanding (excluding the 7,408,425 shares subject to redemption as of September

At March 31, 2024 and December

31, 2023, there were no Class A ordinary shares issued and outstanding (excluding the 4,747,021 shares subject to redemption as of March

31, 2024 and 7,408,425 shares subject to redemption as of December 31, 2023, respectively).

1 unchanged sentence

Holders of the Company’s Class B ordinary shares are entitled to one vote for each share .

At September 30, 2023 and

December 31, 2022, there were 5,833,083 Class B ordinary shares issued and outstanding.

The Sponsor transferred 69,999 Class B Ordinary

shares to EF Hutton and 30,000 Class B ordinary shares to JonesTrading as Representative Shares.

Hence, as of September 30, 2023 and

December 31, 2022, 5,733,084 of Class B ordinary shares were held by the Sponsor and 99,999 of such shares were held by the representatives

as Representative Shares.

The initial shareholders own 22.58 % of the issued and outstanding shares after the Initial Public Offering,

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

As of September 30, 2022, the initial

shareholders own approximately 44.1 % of the issued and outstanding shares.

Class B ordinary share will automatically convert into Class

A ordinary share at the time of the Company’s initial Business Combination on a one-for-one basis.

At March 31, 2024 and December

31, 2023, there were 5,833,083 Class B ordinary shares issued and outstanding.

The Sponsor transferred 69,999 Class B Ordinary shares

to EF Hutton and 30,000 Class B ordinary shares to JonesTrading as Representative Shares.

Hence, as of March 31, 2024 and December 31,

2023, 5,733,084 of Class B ordinary shares were held by the Sponsor and 99,999 of such shares were held by the representatives as Representative

The initial shareholders own 22.58 % of the issued and outstanding shares after the Initial Public Offering, assuming the initial

shareholders do not purchase any Public Shares in the Initial Public Offering.

As of March 31, 2024, the initial shareholders own approximately

55.1 % of the issued and outstanding shares.

Class B ordinary share will automatically convert into Class A ordinary share at the time

of the Company’s initial Business Combination on a one-for-one basis.

— The Public Warrants will become exercisable on the later of 30 days after the consummation of a Business Combination and

8 unchanged sentences

the warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at a price of $ 0.01 per

at any time after the warrants

become exercisable,

upon not less than 30 days’

prior written notice of redemption to each warrant holder;

if, and only if, the reported

last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends,

reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants

become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

if , and only if, there

is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants.

whole and not in part;

a price of $ 0.01 per warrant;

any time after the warrants become exercisable,

not less than 30 days’ prior written notice of redemption to each warrant holder;

and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for stock

splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing

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

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

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

September 30, 2023 and December 31, 2022, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private Placement Warrants outstanding,

March 31, 2024 and December 31, 2023, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private Placement Warrants outstanding,

respectively.

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the effective time, by virtue of the Merger:

all 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;

Seamless 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.

the 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.

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;

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.

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, February

13, 2023, April 18, 2023, June 9, 2023 and August 11, 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.

13, 2023, April 18, 2023, June 9, 2023, August 11, 2023, December 7, 2023 and April 22, 2024 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

SUBSEQUENT EVENTS

4 unchanged sentences

events that would have required adjustment or disclosure in the condensed financial statements.

August 2023 until October 2023, in accordance with the approval of the Second Extension Proposal, the lesser of (x) $ 160,000 and (y)

August 2023 until February 2024, in accordance with the approval of the Second Extension Proposal, the lesser of (x) $ 160,000 and (y)

$ 0.04 per public share multiplied by the number of public shares outstanding on each Contribution Date were deposited into the Trust

As of November 17, a total of $ 640,000 has been deposited to the Trust Account as Contributions, of which, $ 320,000 was made after September 30, 2023.

In accordance with the approval of the Third Extension Proposal, additional funds in the amount of $ 80,000 were deposited by

Seamless to the Trust Account on April 18, 2024.

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

What changed 10-Q

Item 1. Financial Statements