What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-05-21 compared with 2023-11-20 · 127 added, 135 removed, 127 unchanged (67% of the section changed)

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under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial

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

in this Quarterly Report on Form 10-Q, words such as “may,” “should,” “could,” “would,”

“expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,”

or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements.

Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available

to, our management.

No assurance can be given that results in any forward-looking statement will be achieved and actual results could

be affected by one or more factors, which could cause them to differ materially.

The cautionary statements made in this Quarterly Report

should be read as being applicable to all forward-looking statements whenever they appear in this Quarterly Report on Form 10-Q.

these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors,

including but not limited to, those detailed in our filings with the Securities and Exchange Commission.

All subsequent written or oral

forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

position, business strategy and the plans and objectives of management for future operations, are forward looking statements, as that

term is defined under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and

Section 21E of the Securities Exchange Act of 1934, as amended.

When used in this Quarterly Report on Form 10-Q, words such as “may,”

“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”

“estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our

management, identify forward looking statements.

Such forward looking statements are based on the beliefs of management, as well as assumptions

made by, and information currently available to, our management.

No assurance can be given that results in any forward-looking statement

will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially.

The cautionary

statements made in this Quarterly Report should be read as being applicable to all forward-looking statements whenever they appear in

this Quarterly Report on Form 10-Q.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained

in the Private Securities Litigation Reform Act.

Actual results could differ materially from those contemplated by the forward-looking

statements as a result of certain factors, including but not limited to, those detailed in our filings with the Securities and Exchange

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

in their entirety by this paragraph.

Combination Agreement;

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approved the First Extension Proposal to amend the Company’s 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 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.

combination from February 23, 2023 to the First Extended Date.

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

approval of the First Extension 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 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.

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 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.

the Company has to consummate a business combination from August 23, 2023 to the Second Extended Date.

Under 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.

accordance with the Business Combination Agreement, as amended, and the approval of the Second Extension Proposal, additional funds in

the amount of $160,000 were deposited into the Trust Account as of September 30, 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 February 23, 2024 or such earlier

date that the board determines to liquidate the Company or the date an initial business combination is completed.

As of November 17, 2023 ,

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

the amount of $160,000 were deposited into the Trust Account, and the required contributions continued to be deposited on or before the

23rd day of each subsequent calendar month into the Trust Account until February 23, 2024 or such earlier date that the board determines

to liquidate the Company or the date an initial business combination is completed.

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.

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

approval of the Third Extension Proposal.

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

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.

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.

January 19, 2024, the Company received a notification (the “Notice”) from NYSE informing us 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 basis.

The Notice specifies that the Company has 45 days to submit a business plan (the “Plan”)

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

March 27, 2024, NYSE Regulation notified the Company in writing the Plan was accepted, and that the Company will be subject to periodic

reviews including quarterly monitoring for compliance with the Plan during the period of the Plan, which expires on November 23, 2024.

Currently, the Company’s Class A ordinary shares and units continue to be listed on NYSE.

of Operations

only activities through September 30, 2023 were organizational activities, those necessary to consummate the IPO, described below, and

identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion

of our Business Combination.

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

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

as well as for due diligence expenses.

three months ended September 30, 2023, we had net income of $679,159, which consisted of operating costs of $533,016, offset by interest

earned on marketable securities held in the Trust Account of $1,232,175.

nine months ended September 30, 2023, we had net income of $2,399,326, which consisted of operating costs of $1,682,782, offset by interest

earned on marketable securities held in the Trust Account of $4,082,108.

the three months ended September 30,2022, we had net loss of $202,169, which consisted of operating costs of $1,118,431, offset by interest

only activities through March 31, 2024 were organizational activities, those necessary to consummate the IPO, described below, and identifying

a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business

We generate non-operating income in the form of interest income on marketable securities held in the Trust Account.

incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well

as for due diligence expenses.

three months ended March 31, 2024, we had net income of $590,103, which consisted of operating costs of $358,997, offset by interest

earned on marketable securities held in the Trust Account of $949,100.

the nine months ended September 30,2022, we had net loss of $1,648,235, which consisted of operating costs of $2,859,058, offset by interest

the three months ended March 31,2023, we had net income of $998,238, which consisted of operating costs of $632,920, offset by interest

earned on marketable securities held in the Trust Account of $1,631,158.

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$202,998,782 was placed in the Company’s Trust Account established in connection with the Initial Public Offering.

the nine months ended September 30, 2023, cash used in operating activities was $440,994.

the three months ended March 31, 2024, cash used in operating activities was $275,757.

Net income of $590,103 was offset by interest

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and liabilities used $83,240 of cash for operating activities.

Cash from investing activities consisted of cash withdrawn from the trust

account of $133,124,975 net with additional investments in the trust account of $2,060,000.

Cash used in financing activities consisted

of the redemption of ordinary shares of $133,124,975 net with contributions for the extension of $2,060,000 and proceeds from working

capital loan of $250,000.

the nine months ended September 30, 2022, cash used in operating activities was $(523,192).

Net loss of $1,648,235 was offset by interest

the three months ended March 31, 2023, cash used in operating activities was $129,918.

Net income of $998,238 was offset by interest

earned on marketable securities held in the Trust Account of $1,631,158.

Changes in operating assets and liabilities used $2,335,866

of cash for operating activities.

September 30, 2023, we had marketable securities held in the Trust Account of $ 81,950,013

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

or notes with a maturity of 185 days or less.

Through September 30, 2023, we did not withdraw any interest earned on the Trust Account

to pay our taxes.

We intend to use substantially all of the funds held in the Trust Account, to acquire a target business and to pay

our expenses relating thereto.

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

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

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

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

Such funds could also be used to

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

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

September 30, 2023, we have available to us $ 80,473 of cash on our operating account and

working capital deficit of $ 4,171,122 .

We will use these funds primarily to find and evaluate

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

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

agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

The interest income earned

on the investments in our trust account are unavailable to fund operating expenses.

Changes in operating assets

and liabilities used $503,002 of cash for operating activities .

March 31, 2024, we had marketable securities held in the Trust Account of $54,506,397 consisting of securities held in a money market

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

Through March 31, 2024, we did not withdraw any interest earned on the Trust Account to pay our taxes.

We intend to use substantially

all of the funds held in the Trust Account, to acquire a target business and to pay our expenses relating thereto.

To the extent that

our capital stock is used in whole or in part as consideration to effect a Business Combination, the remaining funds held in the Trust

Account will be used as working capital to finance the operations of the target business.

Such working capital funds could be used in

a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing,

research and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’

fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust Account

were insufficient to cover such expenses.

March 31, 2024, we have available to us $9,458 of cash on our operating account and working capital deficit of $4,875,044.

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

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

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

Business Combination.

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

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

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the Amended Note becoming immediately due and payable.

As of September 30, 2023, $250,000 is outstanding

As of March 31, 2024, $250,000 is outstanding

under the Note.

will have until the Extended Date to consummate our initial Business Combination.

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, $241,706 was outstanding pursuant

will have until the Third Extended Date to consummate our initial Business Combination.

In accordance

with the Business Combination Agreement, as amended, and the approval of the Second Extension Proposal, additional funds in the amount

of $160,000 were deposited into the Trust Account as of September 30, 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 February 23, 2024 or such earlier date that

the board determines to liquidate INFINT the Company or the date an initial business combination is completed.

As of November 17, 2023 ,

a total of $640,000 has been deposited to the Trust Account as required contributions.

with the Business Combination Agreement, as amended, and the approval of the Third Extension Proposal, additional funds in the amount

of $ 320,000 were deposited into the Trust Account as of March 31, 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

November 23, 2024 or such earlier date that the board determines to liquidate INFINT the Company or the date an initial business combination

is completed.

As of May 20, 2024 , a total of $560,000 has

been deposited to the Trust Account as required contributions.

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

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

However, the $ 80,473

in cash might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial

Additionally, the Combination Period is less than one year from the date of the issuance of the financial statements.

a result, there is substantial doubt that the Company can sustain operations for a period of at least one-year from the issuance date

of these financial statements for the next twelve months from the issuance of these financial statements.

only activities through September 30, 2023 were organizational activities, those necessary to consummate the Initial Public Offering,

and identifying a target company for a Business Combination.

However, the $9,458 in cash might not be sufficient to allow

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

Additionally, the Combination Period

is less than one year from the date of the issuance of the financial statements.

As a result, there is substantial doubt that the Company

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

from the issuance of these financial statements.

only activities through March 31, 2024 were organizational activities, those necessary to consummate the Initial Public Offering, and

identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion

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Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023.

not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as

variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2024.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement

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consummation of our initial Business Combination.

Accounting Policies

Accounting Estimates

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

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results could materially differ from those estimates.

We have identified the following critical accounting policies:

A ordinary shares subject to possible redemption

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

Codification (“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.

at September 30, 2023, the Class A ordinary shares subject to possible redemption in the amount of $ 81,950,0138

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

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

specific terms and applicable authoritative guidance in ASC 480 and ASC 815.

The assessment considers whether the warrants are freestanding

financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all

the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common

stock, among other conditions for equity classification.

This assessment, which requires the use of professional judgement, is conducted

at the time of warrant issuance and is re-evaluated as of each subsequent quarterly period end date while the warrants are outstanding.

The Company concluded that the warrants should be classified as equity.

income (loss) per ordinary share

Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” 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.

Accounting Standards

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis