What changed in this filing

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Item 1. Financial Statements

2024-08-16 compared with 2024-05-21 · 107 added, 74 removed, 769 unchanged (19% of the section changed)

17 unchanged sentences

Class A ordinary shares subject to possible redemption;

4,747,021 and 7,408,425 shares at redemption value, respectively

and 7,408,425

shares at redemption value, respectively

Shareholders’ Deficit

4 unchanged sentences

500,000,000 shares authorized;

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)

none issued and outstanding (excluding the 4,747,021 and 7,408,425 shares subject to redemption as of June 30, 2024 and December 31, 2023, respectively)

Class B ordinary shares, $ 0.0001 par value;

14 unchanged sentences

Three Months Ended

Six Months Ended

Formation and operating costs

1 unchanged sentence

Loss from operation costs

( 1,129,766 )

Other income:

7 unchanged sentences

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED)

THE THREE MONTHS ENDED MARCH 31, 2024

THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 and 2023

Ordinary Shares

9 unchanged sentences

$ ( 10,875,008 )

THE THREE MONTHS ENDED MARCH 31, 2023

Accretion of Class A ordinary shares to redemption value

Contribution for extension

Balance – June 30, 2024 (unaudited)

$ ( 11,412,666 )

$ ( 11,412,083 )

Ordinary Shares

3 unchanged sentences

$ ( 8,488,304 )

Accretion of Class A ordinary shares to redemption value

( 1,631,158 )

( 2,211,158 )

Contribution for extension

Balance – March 31, 2023 (unaudited)

$ ( 9,121,807 )

$ ( 9,121,224 )

$ ( 9,121,807 )

$ ( 9,121,224 )

Accretion of Class A ordinary shares to redemption value

2 unchanged sentences

Contribution for extension

Balance – March 31, 2023(unaudited)

Balance – June 30, 2023 (unaudited)

$ ( 9,618,653 )

5 unchanged sentences

STATEMENT OF CASH FLOWS (UNAUDITED)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

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

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

Interest earned on securities held in Trust Account

( 1,660,225 )

( 2,849,933 )

Changes in operating assets and liabilities:

6 unchanged sentences

Investment of cash in Trust Account

( 1,450,000 )

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from promissory note- Seamless Note

Redemption of Class A ordinary shares

2 unchanged sentences

Contribution for extension

Proceeds from working capital loan- related party

Net cash used in financing activities

15 unchanged sentences

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

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

consummate an initial business combination.

The Company will not generate any operating revenues until after the completion of its initial

business combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash

equivalents from the proceeds derived from the Initial Public Offering.

June 30, 2024, the Company had not yet commenced any operations.

All activity through June 30, 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 consummate

an initial business combination.

The Company will not generate any operating revenues until after the completion of its initial business

combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents

from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early

stage and emerging growth companies.

is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and

emerging growth companies.

Company’s sponsor is InFinT Capital LLC, a United States based sponsor group (the “Sponsor”).

152 unchanged sentences

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.

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 June 30, 2024, a total of $ 640,000 has been deposited into the Trust Account as

such required contribution.

As of August 1, 2024, a total of $ 720,000

has been deposited into the Trust Account as such required contributions.

ACQUISITION CORPORATION

33 unchanged sentences

Concern, Liquidity and Capital Resources

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

of June 30, 2024, the Company had approximately $ 8,780 of cash in its operating account and working capital deficit of approximately

$ 5,412,119 .

14 unchanged sentences

and consummating the 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.

However, the $ 8,780 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.

August 3, 2022, the Company entered into a Business Combination Agreement with Seamless, as discussed above.

50 unchanged sentences

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 March 31, 2024 and December 31, 2023.

The Company had no cash equivalents as of June 30, 2024 and December 31, 2023.

and Marketable Securities Held in 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.

of June 30, 2024 and December 31, 2023, the Company had $ 55,457,522 and $ 83,523,112 in cash and marketable securities held in the Trust

Costs associated with the Initial Public Offering

16 unchanged sentences

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

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’

Accordingly, at June 30, 2024, the Class A ordinary

shares subject to possible redemption in the amount of $ 55,457,522 are presented as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

21 unchanged sentences

$ ( 30,285,815 )

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

Class A ordinary shares subject to possible redemption at June 30, 2024

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

21 unchanged sentences

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 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.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31,

2023, and for the three months ended June 30, 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.

13 unchanged sentences

share subject to forfeiture.

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

At June 30, 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.

8 unchanged sentences

Basic and diluted net income per ordinary share

For the six months ended

Basic and diluted net income per ordinary share

Allocation of net income

Basic and diluted weighted average common shares

Basic and diluted net income per ordinary share

Concentration

2 unchanged sentences

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

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

At June 30, 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.

26 unchanged sentences

RELATED PARTY TRANSACTIONS

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

June 30, 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.

22 unchanged sentences

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

As of March 31, 2024

As of June 30, 2024

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

5 unchanged sentences

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

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

For the three months ended June 30, 2024, the Company

incurred $ 36,000 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 three months ended March 31,

2023, 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 $ 24,970 .

For the six months ended June 30, 2024, the Company incurred $ 72,000 in expenses for

these services.

F or the three months ended June 30, 2023, 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 $ 6,000 .

For the six months ended June 30, 2023, the Company incurred $ 60,000 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 $ 28,781 .

Party Loans and Costs

37 unchanged sentences

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

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

As of June 30, 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

5 unchanged sentences

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

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

As of June 30, 2024 and December 31, 2023, the Company

has borrowed $ 316,297 and nil from the Seamless Note, respectively.

93 unchanged sentences

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

At March 31, 2024

At June 30, 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 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

At June 30, 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 June

30, 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 March 31, 2024 and December

At June 30, 2024 and December

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

1 unchanged sentence

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

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

Hence, as of June 30, 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

1 unchanged sentence

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

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

As of June 30, 2024, the initial shareholders own approximately

55.1 % of the issued and outstanding shares.

51 unchanged sentences

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

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

June 30, 2024 and December 31, 2023, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private Placement Warrants outstanding,

respectively.

11 unchanged sentences

INITIAL BUSINESS COMBINATION

August 3, 2022, INFINT entered into the Business Combination Agreement with Merger Sub and Seamless, which was amended by an amendment

dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023.

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, with Seamless surviving

the Merger as a wholly owned subsidiary of INFINT.

August 3, 2022, INFINT entered into the Business Combination Agreement with Merger Sub and Seamless, which was amended by an

amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023.

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

If the closing conditions are satisfied or

waived in accordance with the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement

are consummated, Merger Sub will merge with and into Seamless, with Seamless surviving the Merger as a wholly owned subsidiary of

Consideration

15 unchanged sentences

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, 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

Company filed with the SEC a Registration Statement on Form S-4 (the “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, December 7, 2023, April 22, 2024, June 13, 2024, June 27,

2024 and July 11, 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 Agreement.

July 12, 2024, the SEC declared the Form S-4 effective and the Company filed the proxy statement in connection with the

extraordinary general meeting of the Company’s shareholders that was held on August 6, 2024 regarding the Business

Combination, at which meeting the proposed Business Combination and related proposals were approved.

The proposed Business

Combination is currently anticipated to close on or around August 20, 2024, subject to the satisfaction of certain closing

Upon closing of the proposed Business Combination described above, the Company will change its name to Currenc Group

The Company’s securities will be delisted from NYSE and it is expected that the post-combination company’s ordinary

shares will be listed on Nasdaq under the symbol “CURR.” The Company

will not have any units outstanding following the consummation of the Business Combination.

than as specifically discussed, this quarterly report does not assume the closing of the proposed Business Combination.

SUBSEQUENT EVENTS

4 unchanged sentences

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

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

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.

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 July 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