What changed in this filing

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Item 1. Financial Statements

2024-11-19 compared with 2024-08-16 · 1268 added, 763 removed, 113 unchanged (95% of the section changed)

Financial Statements.

ACQUISITION CORPORATION

BALANCE SHEETS

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited)

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months ended September 30, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months ended September 30, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2024 and 2023 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

Current assets:

Cash and cash equivalents

Short-term investments

Restricted cash

Accounts receivable, net

Prepayments to remittance agents

Escrow money receivable

Amounts due from related parties

Prepayments, receivables and other assets

Total current assets

Cash and marketable securities held in Trust Account

Non-current assets:

Investment in an equity security

Equipment and software, net

Right-of-use asset

Intangible assets

Deferred tax assets

Total non-current assets:

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accrued expenses

Accrued expenses – related party

Accrued expenses

Working capital loan- related party

Promissory note- Seamless Note

Receivable factoring

Escrow money payable

Client money payable

Accounts payable, accruals and other payables

Amounts due to related parties

Convertible bonds and notes

Lease liabilities

Total current liabilities

Deferred underwriter fee payable

Non-current liabilities:

Deferred tax liabilities

Employee benefit obligation

Lease liabilities

Total non-current liabilities:

Total liabilities

Commitments and contingencies (Note 12)

Class A ordinary shares subject to possible redemption;

and 7,408,425

shares at redemption value, respectively

Mezzanine equity

Shareholders’ deficit:

Preferred shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

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;

Ordinary shares (US$ 0.0001

550,000,000 shares authorized;

5,833,083 issued and outstanding

Ordinary shares

46,527,999 and 33,980,753

shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively) (1)

Additional paid-in capital (1)

2 unchanged sentences

( 92,075,379 )

Total Shareholders’ Deficit

Accumulated other Comprehensive (Loss) Income

Total shareholders’ deficit attributable to Currenc Group Inc.

( 46,954,713 )

( 62,756,610 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

STATEMENT OF OPERATIONS (UNAUDITED)

Three Months Ended

Six Months Ended

Formation and operating costs

Administrative expenses from related party

Loss from operation costs

Non-controlling interests

Total deficit

( 22,734,946 )

Other income:

Interest earned on marketable securities held in Trust Account

Weighted average shares outstanding of Class A 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 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 (UNAUDITED)

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

Ordinary Shares

( 39,143,247 )

Total liabilities, mezzanine equity and shareholders’ deficit

(1) Retrospectively

restated to reflect Reverse Recapitalization – see Note 2.

accompanying notes form an integral part of these condensed consolidated financial statements.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

Three months ended September 30,

Nine months ended September 30,

Cost of revenue

( 8,124,542 )

( 8,597,348 )

( 24,030,794 )

( 26,692,493 )

Selling expenses

General and administrative expenses

( 19,061,439 )

( 6,450,397 )

( 30,026,776 )

( 18,823,918 )

Loss from operations

( 15,929,914 )

( 2,314,934 )

( 18,700,475 )

( 5,637,080 )

Finance costs, net

( 3,855,555 )

( 1,496,968 )

( 7,682,277 )

( 4,651,844 )

Other expenses

Loss before income tax

( 4,935,382 )

( 3,588,680 )

( 11,034,219 )

( 9,991,445 )

Income tax expense

( 5,021,425 )

( 3,815,112 )

( 11,260,691 )

( 10,447,097 )

Net income attributable to non-controlling interests

Net loss attributable to Currenc Group Inc.

( 4,961,006 )

( 3,830,445 )

( 11,810,167 )

( 10,911,259 )

Net loss per share, basic and diluted (1)

Shares used in net loss per share computation, basic and diluted (1)

Other comprehensive loss:

Foreign currency translation adjustments

Total comprehensive loss

( 5,093,480 )

( 3,830,725 )

( 11,450,714 )

( 10,058,584 )

Total Comprehensive loss (income) attributable to non-controlling interests

Total comprehensive loss attributable to Currenc Group Inc.

( 5,075,189 )

( 3,835,853 )

( 12,057,118 )

( 10,507,923 )

(1) Retrospectively

restated to reflect Reverse Recapitalization – see Note 2.

accompanying notes form an integral part of these condensed consolidated financial statements.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

the Three and Nine Months ended September 30, 2024 AND 2023 (UNAUDITED)

Number of Shares

Common Shares

Paid-in Capital

Accumulated Deficit

Foreign currency translation adjustments

Remeasurement of post-employee benefits obligation

Shareholders’ Deficit

Non-controlling Interests

Total Deficit

Accumulated Other

Comprehensive Loss

Common Shares

Remeasurement

post-employee

Shareholders’

Balance – December 31, 2023 (audited)

Non-controlling

Total Deficit

Balance at January 1, 2023 (as previously reported)

( 76,768,829 )

( 47,477,128 )

Accretion of Class A ordinary shares to redemption value

( 24,735,379 )

Contribution for extension

Balance – March 31, 2024 (unaudited)

Retroactive application of the recapitalization ( 1 )

( 24,049,247 )

Balance at January 1, 2023 (as adjusted)

( 76,768,829 )

Accretion of Class A ordinary shares to redemption value

Contribution for extension

Balance – June 30, 2024 (unaudited)

( 47,477,128 )

( 24,735,379 )

Ordinary Shares

( 3,543,442 )

( 3,339,807 )

Foreign currency translation adjustments

Balance at March 31, 2023

( 80,312,271 )

( 50,423,548 )

( 27,490,633 )

( 3,537,372 )

( 3,292,178 )

Foreign currency translation adjustments

Balance at June 30, 2023

( 83,849,643 )

( 54,149,198 )

( 30,963,238 )

( 3,830,445 )

( 3,815,112 )

Foreign currency translation adjustments

Balance at September 30, 2023

( 87,680,088 )

( 57,985,051 )

( 34,793,963 )

Accumulated Other

Comprehensive Loss

Number of Shares

Common Shares

Remeasurement

post-employee

Shareholders’

Balance – December 31, 2022 (audited)

Non-controlling

Total Deficit

Balance at January 1, 2024 (as previously reported)

( 92,075,379 )

( 62,756,610 )

Accretion of Class A ordinary shares to redemption value

( 39,143,247 )

Retroactive application of the recapitalization

( 24,049,247 )

Contribution for extension

Balance – March 31, 2023 (unaudited)

Balance at January 1, 2024 (as adjusted)

( 92,075,379 )

2 unchanged sentences

( 3,034,984 )

Accretion of Class A ordinary shares to redemption value

( 3,034,984 )

( 2,631,928 )

Contribution for extension

Balance – June 30, 2023 (unaudited)

Foreign currency translation adjustments

Balance at March 31, 2024

( 95,110,363 )

2 unchanged sentences

( 3,814,177 )

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

ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS (UNAUDITED)

Six Months Ended

( 3,814,177 )

( 3,607,338 )

Foreign currency translation adjustments

Disposal of subsidiaries

Balance at June 30, 2024

( 98,896,742 )

( 69,710,741 )

( 45,472,683 )

( 98,896,742 )

( 69,710,741 )

( 45,472,683 )

( 4,961,006 )

( 5,021,425 )

Foreign currency translation adjustments

Share-based compensation

Issuance of share capital (before Business Combination)

Business Combination and PIPE Financing

( 9,657,287 )

( 9,656,634 )

Balance at September 30, 2024

( 103,857,748 )

( 46,954,713 )

( 22,734,946 )

( 103,857,748 )

( 46,954,713 )

( 22,734,946 )

Retrospectively

restated to reflect Reverse Recapitalization – see Note 2.

accompanying notes form an integral part of these condensed consolidated financial statements.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine months ended September 30,

Cash flows from operating activities:

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

Interest earned on securities held in Trust Account

( 11,260,691 )

( 10,447,097 )

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

Non-cash expense for share-based compensation

Non-cash expense for share issued for service providers

Non-cash offering costs for convertible note

Non-cash finance cost for debt conversion

Amortization of discount on convertible bonds

Depreciation of equipment and software

Depreciation of right-of-use assets

Amortization of intangible assets

Deferred income taxes

Disposal of subsidiaries including gain

( 21,737,480 )

Goodwill impairment

Unrealized foreign exchange gain

Changes in operating assets and liabilities:

Prepaid insurance

Accrued expenses

Accrued expenses – related party

Accounts receivable

Prepayments, receivables and other assets

Escrow money payable

Client money payable

Accounts payable, accruals and other payables

( 9,028,919 )

( 11,826,195 )

Interest payable on convertible bonds

Amount due from a director

Amounts due from related parties

( 1,842,634 )

( 2,416,376 )

Amounts due to related parties

( 1,147,877 )

Net cash used in operating activities

Cash flows from investing activities:

Cash withdrawn from Trust Account in connection with redemption

Investment of cash in Trust Account

( 11,671,423 )

Net cash provided by investing activities

( 10,844,751 )

Cash flows from investing activities:

Decrease in short-term investments

Net cash used in investing activities

Cash flows from financing activities:

Redemption of Class A ordinary shares

Increase in bank overdrafts

Proceeds from convertible note

Proceeds from borrowings

Repayment of borrowings

( 1,492,925 )

Proceeds from receivable factoring

Repayment of receivable factoring

( 1,452,946 )

Contribution for extension

Proceeds from working capital loan- related party

Net cash used in financing activities

( 1,908,489 )

Payment of principal elements of lease liabilities

Payment of interest elements of lease liabilities

Net cash generated from/(used in) financing activities

Net decrease in cash and cash equivalents

( 9,857,542 )

Net change in cash

Cash at beginning of period

Cash at end of period

Non-cash investing and financing activities:

Accretion of Class A ordinary shares to redemption value

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Acquisition Corporation (the “Company” or “INFINT”) is a blank check company incorporated in the Cayman Islands

on March 8, 2021.

The Company 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 (“Business Combination”).

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.

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”).

The registration statement

for the Company’s Initial Public Offering was declared effective on November 18, 2021.

On November 23, 2021, the Company consummated

its Initial Public Offering of 19,999,880 Units (the “Units” and, with respect to the Class A ordinary share included in

the Units being offered, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 199,998,800 , and incurring

offering costs of $ 9,351,106 of which $ 5,999,964 was for deferred underwriting commissions (see Note 6).

Each Unit consists of one Class

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

with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 warrants (the “Private

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

(the “Private Placement”) (see Note 4).

costs amounted to $ 9,351,106 , consisting of $ 2,499,985 of underwriting fees, $ 5,999,964 was for

deferred underwriting commissions, $ 268,617 for the fair value of the representative shares and $ 582,540 of other offering costs.

the closing of the Initial Public Offering and the exercise of the over-allotment partially by the underwriter on November 23, 2021,

an amount of $ 202,998,782 ($ 10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale

of the Private Placement Warrants of $ 7,796,842 was placed in a trust account (the “Trust Account”), located in the United

States and held as cash items or invested only in U.S.

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

Investment Company Act of 1940, as amended (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 selected by the Company meeting the conditions of paragraph

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

(i) the completion of a Business

Combination and (ii) the distribution of the assets held in the Trust Account, as described below.

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

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

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the private placement units (“Placement

Units”), although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

NYSE rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal

to at least 80 % of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable

on interest earned 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 Combination.

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.

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

Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means

of a tender offer.

In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination

at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against

a Business Combination.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least

$ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding

shares voted are voted in favor of the Business Combination.

the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,

the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any

affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined

under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking

redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

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

$ 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

TO CONDENSED FINANCIAL STATEMENTS

a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the

Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender

offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the

same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

August 3, 2022, the Company entered into a Business Combination Agreement with FINTECH Merger Sub Corp., an exempted company limited

by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub”),

and Seamless Group Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Seamless”)

(as amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023, and

as may be amended and restated from time to time, the “Business Combination Agreement”).

The Business Combination Agreement

was unanimously approved by the Company’s board of directors.

If the Business Combination Agreement is approved by the Company’s

shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), and the

transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless (the “Merger”),

with Seamless surviving the Merger as a wholly owned subsidiary of the Company (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

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 $ 400,000,000 divided by (b) $ 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 Proposal”) to amend

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 (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 “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

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 Third Extended Date.

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 August 23, 2023.

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

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 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 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

TO CONDENSED FINANCIAL STATEMENTS

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

of the Business Combination;

(ii) waive their redemption rights with respect to their founder shares and Public Shares in connection

with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A)

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 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

sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce

the amounts in the Trust Account to below $ 10.15 per share (whether or not the underwriter’s over-allotment option is exercised

in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and

except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities,

including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed

waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such

third party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to

claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting

firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving

any right, title, interest or claim of any kind in or to monies held in the Trust Account.

underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company

does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds

held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is

possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price

per Unit ($ 10.15 ).

Concern, Liquidity and Capital Resources

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

( 11,167,120 )

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

of $ 25,100 from the Sponsor to purchase the Founder Shares, and a loan of $ 400,000 pursuant to the Note issued to the Sponsor, which

was repaid on December 7, 2021 (Note 5).

Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s

liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account.

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

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

of a Business Combination.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied

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

The Company will be using these funds for paying existing

accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective

target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating

and consummating the Business Combination.

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.

The Business Combination

Agreement was amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20,

The Company intends to complete the proposed Business Combination before the mandatory liquidation date.

However, there can be

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

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 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.

Cash and cash equivalents, restricted cash and escrow money receivable at beginning of the period

Cash and cash equivalents, restricted cash and escrow money receivable at end of the period

Supplemental disclosure of cash flow information:

Income taxes paid

Interest paid

Supplemental disclosure of non-cash investing and

financing activities:

Net liabilities assumed upon Closing of Business Combination

Issuance of Common stock upon acquisition of equity interest

Issuance of Common stock upon conversion of convertible bond

accompanying notes form an integral part of these condensed consolidated financial statements.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Organization and business

(the “Company”) is a limited liability company incorporated in the Cayman Islands on March 8, 2021.

It is an investment

holding company headquartered in Singapore.

Company was originally a publicly traded special purpose acquisition company named INFINT Acquisition Corporation (“INFINT”)

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.

Public Offering

November 23, 2021, INFINT consummated its initial public offering (the “Initial Public Offering”) of 17,391,200 units (each

a “Unit”) at a price of $ 10.00 per Unit and the sale of 7,032,580 private placement warrants (the “Private Warrants”)

at a price of $ 1.00 per Private Warrant in a private placement (the “Private Placement”) to the Sponsor that closed simultaneously

with the closing of the Initial Public Offering.

On November 23, 2021, the Underwriters exercised their over-allotment option in full,

according to which INFINT consummated the sale of an additional 2,608,680 Units, at $ 10.00 per Unit, and the sale of an additional 764,262

Private Warrants, at $ 1.00 per Private Warrant.

Following the closing of the over-allotment option, INFINT generated total gross proceeds

of $ 207,795,642 from the Initial Public Offering and the Private Placement, of which INFINT raised $ 199,998,800 in the Initial Public

Offering, $ 7,796,842 in the Private Placement and of which $ 202,998,782 was placed in INFINT’s Trust Account with Continental Stock

Transfer & Company as trustee, established for the benefit of INFINT’s public shareholders.

The Underwriters received a cash

underwriting discount of (i) one and one-quarter percent ( 1.25 % ) of the gross proceeds of the Initial Public Offering, or $ 2,499,985 ,

and (ii) one half of a percent ( 0.5 % ) in the form of representative shares ( 69,999 INFINT Class B ordinary shares to EF Hutton and 30,000

INFINT Class B ordinary shares to JonesTrading).

In addition, the Underwriters were entitled to a deferred fee of three percent ( 3.00 % )

of the gross proceeds of the Initial Public Offering, or $ 5,999,964 , upon the closing of the Business Combination, pursuant to the underwriting

agreement dated November 18, 2021 (the “Underwriting Agreement”).

The deferred fee was partially paid in cash from the amounts

held in the Trust Account and partially settled through a promissory note issued upon the closing of the Business Combination.

August 30, 2024 (the “Closing Date”), INFINT, INFINT Fintech Merger Sub Corp., a Cayman Islands exempted company and wholly

owned subsidiary of INFINT (“Merger Sub”), and Seamless Group Inc., a limited liability company under the laws of the Cayman

Islands (along with its wholly owned subsidiaries, “Seamless”), consummated a business combination pursuant to the business

combination agreement, dated as of August 3, 2022, as amended (the “Business Combination Agreement”).

the Closing Date, INFINT completed a series of transactions (the “Closing”) that resulted in the combination (the “Business

Combination”) of INFINT with Seamless.

On August 30, 2024, pursuant to the Business Combination Agreement, the Merger Sub merged

with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT, and INFINT changed its name to Currenc

The Company’s ordinary shares are listed on the Nasdaq Capital Market under the symbol “CURR”.

consideration for the Business Combination, Currenc issued to Seamless shareholders an aggregate of 40,000,000 ordinary shares (the “Exchange

Consideration”).

In addition, Currenc issued 400,000 commitment shares to the PIPE investor (as described below) and an aggregate

of 200,000 shares to vendors in connection with the Closing, issued promissory notes for approximately $ 5.7 million to EF Hutton LLC

(“EF Hutton”), approximately $ 3.2 million to Greenberg Traurig LLP (“Greenberg Traurig”), and $ 603,623 to INFINT

Capital LLC (the “Sponsor”), and entered into a $ 1.75 million PIPE Offering, as set forth below.

with the closing of the Business Combination, Currenc also completed a series of private financings, issuing a Convertible Note for $ 1.94

million, 400,000 commitment shares, and warrants to purchase 136,110 ordinary shares in a private placement to a PIPE investor (the “PIPE

Offering”), which raised $ 1.75 million in net proceeds.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Organization and business (continued)

Company’s principal subsidiaries at September 30, 2024 are set out below:

of principal subsidiaries

Percentage of ownership held by the Company

Place of incorporation

Principal activities

Seamless Group Inc.

Cayman Islands

Investment holding

Dynamic Investment Holdings Limited

Cayman Islands

Investment holding

Bagus Fintech Pte.

Providing business center services

PT Tranglo Indonesia

Operating money remittance business

PT Tranglo Solusindo

Providing and sourcing airtime and other related services

Tranglo (MEA) Limited

Providing and sourcing airtime and other related services

Tranglo Europe Ltd

United Kingdom

Operating money remittance business

Tik FX Malaysia Sdn.

Treatsup Sdn.

Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application

Dynamic Indonesia Holdings Limited

Cayman Islands

Investment holding

Dynamic Indonesia Pte.

Retail sales via the internet and development of other software and programming activities

PT Dynamic Wallet Indonesia

Business operations have not commenced

PT Walletku Indompet Indonesia

(i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Summary of significant accounting policies

of presentation

accompanying financial statements are presented in U.S.

Dollars and conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

of presentation and principles of consolidation

unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management,

necessary to present a fair statement of the Company’s financial position as of September 30, 2024 and the results of operations

for the three and nine months ended September 30, 2024 and 2023.

In the opinion of management, all adjustments (consisting of normal

recurring accruals) considered necessary in order to make the consolidated financial statements not misleading have been included.

unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and

Exchange Commission (the “SEC”) and accordingly do not include all of the disclosures normally made in the Company’s

annual financial statements.

Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with

the consolidated financial statements and notes thereto of Seamless for the fiscal year ended December 31, 2023.

Growth Company

17 unchanged sentences

or impossible because of the potential differences in accounting standards used.

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

and Cash Equivalents

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 June 30, 2024 and December 31, 2023.

and Marketable Securities Held in 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

Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff

Accounting Bulletin (“SAB”) 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.

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” (“ASC 480”).

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’

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 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.

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

been codified in ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either

accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the

instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption

value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting

The Company has elected to value immediately as they occur.

The accretion or remeasurement is treated as a deemed dividend (i.e.,

a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

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 January 1, 2023

Application of Reverse Recapitalization

to ASC 805-40, Reverse Acquisitions , for financial accounting and reporting purposes, Seamless was deemed the accounting acquirer

with INFINT being treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization (the

“Reverse Recapitalization”).

Accordingly, the unaudited condensed consolidated financial statements of the Company represent

a continuation of the financial statements of Seamless, with the Business Combination being treated as the equivalent of Seamless issuing

stock for the net assets of INFINT, accompanied by a recapitalization.

The net liabilities of INFINT were stated at historical cost,

with no goodwill or other intangible assets recorded, and were consolidated with Seamless’ financial statements on the Closing

The number of Seamless common shares for all periods prior to the Closing Date have been retrospectively adjusted using the exchange

ratio that was established in accordance with the Business Combination Agreement, after adjusting for the share repurchase disclosed

in Note 3 (the “Exchange Ratio”).

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Summary of significant accounting policies (continued)

Application of Reverse Recapitalization to the Condensed Consolidated Statements of Shareholders’ Deficit

to the terms of the Business Combination Agreement, as part of the Closing, all of the issued and outstanding Seamless common shares

were all converted into 40,000,000 ordinary shares of Currenc at an Exchange Ratio of 0.650635750 (after adjusting for the share repurchase).

Application of Reverse Recapitalization to the Condensed Consolidated Statements of Operations and Comprehensive Loss

based on the retroactive application of the reverse recapitalization to the Company’s Condensed Consolidated Statements of Changes

in Shareholders’ Deficit, Seamless recalculated the weighted-average shares for the pre-Business Combination portion of the periods

ended September 30, 2024 and 2023.

The basic and diluted weighted-average Seamless common shares were retroactively converted to Currenc

ordinary shares using the Exchange Ratio to conform to the recast periods (see Note 2 (j), Net income (loss) per share , for additional

information).

Application of Reverse Recapitalization to the Condensed Consolidated Balance Sheets

to conform to the retroactive application of recapitalization to the Company’s Condensed Consolidated Statements of Changes in

Shareholders’ Deficit, the Company reclassified the par value of Seamless common shares to additional paid-in capital (“APIC”),

less amounts attributable to the par value of the ordinary shares as recast, as of December 31, 2023.

details of the Reverse Recapitalization are contained in Note 3, Reverse Recapitalization and Related Transactions .

accompanying unaudited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates

the realization of assets and the satisfaction of liabilities in the normal course of business.

of September 30, 2024, the Company had cash balances of $ 49.1 million, a working capital deficit of $ 54.1 million and net capital deficit

$ 22.7 million.

For the nine months ended September 30, 2024, the Company had a net loss of $ 11.3 million and net cash used in operating

activities of $ 11.7 million.

Net cash used in investing activities was $ 0.4 million.

Net cash generated from financing activities was

$ 2.2 million, resulting principally from proceeds of borrowings.

the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no

assurance that it will be able to achieve these goals.

As a result, the Company continually monitors its capital structure and operating

plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities,

general and administrative expenses and growth strategy.

preparation of the accompanying unaudited consolidated financial statements in conformity with GAAP requires management to make estimates,

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

at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.

accounting estimates of the Company require a higher degree of judgment than others in their application.

These include valuation of

goodwill, provision for credit losses, impairment of long-lived assets, impairment of equity investee, valuation of convertible bonds

and the valuation allowance for deferred tax assets.

Management bases its estimates on historical experience and on various other assumptions

that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying

values of assets and liabilities.

Actual results may differ from these estimates, and such differences may be material.

Company complies with ASC 606, Revenue from Contracts with Customers.

from contracts with customers is measured based on the consideration specified in a contract with a customer in exchange for transferring

goods or services to a customer net of sales and service tax, returns, rebates and discounts.

The Company recognizes revenue when (or

as) it transfers control over a product or service to its customer.

An asset is transferred when (or as) the customer obtains control

of the asset.

Depending on the substance of the contract, revenue is recognized when the performance obligation is satisfied, which may

be at a point in time or over time.

assets represent the Company’s right to consideration for performance obligations that have been fulfilled but for which the customer

has not been billed as of the balance sheet date.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Summary of significant accounting policies (continued)

services revenue

from contracts with customers on service charges and gain/loss on foreign exchange arising from remittance activities are recognized

upon the processing and execution of the international money transfer transactions.

Remittance services are further divided into Fiat

Currency Prefunded Remittance Service and XRP Prefunded Remittance Service.

Management has considered these two services to be two product

customers of the remittance services are financial institutions (referred to as “Remittance Partners”).

Remittance Partners

who use the fiat currency prefunding option for their remittance business with the Company are referred to as Fiat Currency Prefunded

Remittance Partners, whereas customers who choose the XRP Prefunding mode are referred to as XRP Prefunded Remittance Partners.

Currency Prefunded Remittance Service

Company earns revenue by charging their customers a Fiat Currency Prefunded Remittance Fee when they use the Company’s platform

to transfer money to a beneficiary in another country.

These Fiat Currency Prefunded Remittance Fees are fixed and specific for every

country’s currency and are charged at the point-in-time of executing this performance obligation.

Prior to delivering cash to the

customer’s beneficiary, the customer must directly provide the Company with prefunding (i.e., the cash to be remitted to the beneficiary).

This is the traditional prefunding process, which the Company describes as Fiat Currency Prefunded Remittance Service.

Prefunded Remittance Service

the Fiat Currency Prefunded Remittance Service, the customer obtains prefunding through Ripple Solution offered by Ripple Lab Inc.

Note 9) with the XRP Prefunded Remittance Service.

Ripple supplies the customer with the XRP equivalent of the requested prefunding.

The Company subsequently liquidates this XRP on Ripple’s behalf, and the fiat currency obtained as a result of the liquidation

process is transferred to the customer’s beneficiary.

Customers who prefund their remittance service with XRP must enter into an

agreement with Ripple and undergo stringent credit checks in order to get XRP prefunding and use Ripple’s platform.

charges their customers an XRP Prefunded Remittance Service Fee when the money is transferred to the customer’s beneficiary.

both the XRP Prefunded and Fiat Currency Prefunded Remittance Services, the Company has no obligations to the customer in terms of guarantees,

warranties or other similar obligations.

There are also no significant payment terms involved as the Company obtains their fees shortly

after charging their customers.

Walletku Modern Channel

from the sale of goods is recognized at the point in time when the Company satisfies their performance obligation, which is upon delivery

of the goods to the customer.

The credit terms are typically 3-7 days.

from airtime sold is recognized when the relevant international airtime transfer or reload request is processed and executed.

from contracts with customers on other services is recognized as and when services are rendered.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Summary of significant accounting policies (continued)

the chief operating decision-maker (“CODM”) of the Company, the Chief Executive Officer reviews the financial results when

making decisions about allocating resources and assessing the performance of the Company.

TNG (Asia) Limited (“TNGA”), the

Tranglo Sdn BHD and related subsidiaries (“Tranglo”), GEA Limited and GEA Pte Ltd.

(“GEA”) and PT Walletku Indompet

Indonesia (“Walletku”) are all considered operating segments.

These have been aggregated into two reportable segments, which

are remittance services and sales of airtime, as described in Note 7.

Other services are not assigned to a specific reportable segment

as their results of operations are immaterial.

remittance segment is operated through TNGA, GEA and Tranglo.

TNGA and GEA are in the retail remittance business in Hong Kong, which

is in the upstream segment of the remittance business, whereas Tranglo operates the remittance hub covering Southeast Asia and globally,

and is thus in the downstream segment of the remittance business.

Management operates, monitors and evaluates the whole remittance business

through these three subsidiaries so as to generate the maximum synergy and create maximum value for the Company.

Company operates the airtime segment via their international airtime transfer business through Tranglo and their retail airtime trading

business locally in Indonesian through WalletKu.

As with the remittance segment, management believes maximum synergy and business value

can best be achieved by aggregating and managing the airtime business through these two subsidiaries.

(h) Share-based

Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation – Stock Compensation” (“ASC

718”), under which the fair value of awards issued to employees is expensed over the period in which the awards vest.

had an incentive plan approved and adopted on September 13, 2018, namely the 2018 Equity Incentive Plan.

Under the 2018 Equity

Incentive Plan, a total of 2,591,543 restricted stock units (“RSUs”) and 978,397 options with an exercise price of $ 12.87

had been awarded to certain directors and employees.

All RSUs and options granted under the 2018 Incentive Plan had not been vested.

The 2018 Incentive Plan was later terminated on July 29, 2022 and replaced by the new 2022 Incentive Plan.

All previous awarded RSUs

and options under the 2018 Incentive Plan were voided.

Under the 2022 Incentive Plan, a total of 5,803,000 Seamless shares were reserved and granted to employees of Seamless.

shares granted under the 2022 Incentive Plan will be vested upon (i) the completion of an IPO or (ii) the completion of a de-SPAC merger,

with such vesting occurring upon the Closing of the Business Combination on August 30, 2024.

The Incentive shares will then be vested

under a trust, with 3,964,324 ordinary shares (part of the 40,000,000 Exchange Consideration Shares) being placed in trust upon the Closing

of the Business Combination.

The trustee will distribute the vested shares to the staff based on a schedule of (i) one third immediately

upon the vesting of Incentive shares at the time of completion of IPO or de-SPAC, (ii) one third on the first anniversary date thereafter,

(iii) one third on the second anniversary date thereafter.

As of September 30, 2024, 1,321,441 vested shares have been distributed to

the staff, while 2,642,883 vested shares remain in trust.

estimates the fair value of awards using a binomial pricing model.

Seamless accounts forfeitures as they occur.

For the awards granted

on July 29, 2022, the following assumptions were used in the model:

of Fair Assumption of Awards Granted

Volatility ( 39.84 % to 43.74 %)

Dividend Yield ( 0 %)

Time to Liquidity ( 0.92 years to 2.92 years)

Price ($ Nil )

price at grant date ($ 6.55 )

Average Fair Value of 1 Share ($ 5.73 )

fair value of the awards granted on July 29, 2022 is $ 30,479,627 , after accounting for the forfeiture of 489,333 shares as of September

the awards granted on July 29, 2022, the following assumptions were used in the model:

of Fair Assumption of Awards Granted

Volatility ( 26.65 % to 42.32 %)

Dividend Yield ( 0 %)

Time to Liquidity ( 0.03 years to 2.03 years)

Price ($ Nil )

price at grant date ($ 6.22 )

Average Fair Value of 1 Share ($ 5.78 )

August 30, 2024, Seamless has re-granted 466,573 shares out of the forfeited shares mentioned above.

The fair value of the

awards granted on August 30, 2024 is $ 2,696,053 .

compensation expense recognized during the three and nine month periods ended September 30, 2024 is $ 13,137,850 .

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Summary of significant accounting policies (continued)

(i) Prefunding

to remittances partner

to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future.

The prepayments are utilized when a remittance order is executed by the partner and the resulting amount of the order is deducted from

the balance with the partner.

allow our remittance partners to prefund their balance through cryptocurrencies.

These cryptocurrencies are mainly XRP.

Ripple provides

the XRP upon request to the Company and our remittance partners.

Under applicable accounting standards, we are an agent when facilitating

cryptocurrency transactions on behalf of our customers.

These cryptocurrencies are held under a bailment arrangement in an account in

the Company’s name on behalf of our business partner but they are not Seamless’s assets and therefore, are not reflected

as cryptocurrency assets on our consolidated balance sheets .

Although the Company does not control the XRP in the bailment account,

we are responsible for safeguarding the XRP in the bailment account.

Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange (“Pdax”), Betur, Inc.

and Bitstamp Global Limited (“Bitstamp”) (collectively, the “Cryptocurrency Exchanges”) are centralized crypto

exchanges which keep the cryptographic keys for each respective XRP wallet and provide the Company with its respective API access keys.

The Company is the only party that holds the API access keys that grant it direct access to its XRP wallet maintained on the respective

Cryptocurrency Exchange.

The Cryptocurrency Exchanges maintain records of all assets deposited by its users and send statements to the

The Company reconciles its internal ODL transaction records to the statements received from the Cryptocurrency Exchanges to

ensure that these are accurate.

The Company has an obligation to protect the API access keys from being abused or stolen.

is responsible for any damages caused by loss or theft.

to the unique risks associated with cryptocurrencies, including technological, legal, and regulatory risks, in accordance with Staff

Accounting Bulletin No.

121 (“SAB 121”), we recognize a crypto asset safeguarding liability to reflect our obligation to

safeguard the crypto assets held in the bailment account, which is recorded in Accounts payable, accruals and other payables on our consolidated

balance sheet.

We also recognize a corresponding safeguarding asset which is recorded in Prepayments, receivables and other assets on

our consolidated balance sheet.

The crypto asset safeguarding liability and corresponding safeguarding asset are measured and recorded

at fair value on a recurring basis using prices available in the market we determine to be the principal market at the balance sheet

The corresponding safeguarding asset may be adjusted for loss events, as applicable.

As of September 30, 2024, the Company has

not incurred any safeguarding loss events, and therefore, the crypto asset safeguarding liability and corresponding safeguarding asset

were recorded at the same value.

Safeguarding assets as of September 30, 2024 and December 31, 2023 are $ 2,222,368 and $ 1,983,116 respectively.

Safeguarding liabilities as of September 30, 2024 and December 31, 2023 are $ 2,222,368 and $ 1,983,116 respectively.

income (loss) per share

earnings per share is calculated by dividing the net income or loss by the weighted average number of ordinary shares outstanding for

the period, without consideration of potentially dilutive securities.

net earnings per share is calculated by dividing the net income or loss by the weighted average number of ordinary shares and potentially

dilutive securities outstanding for the period.

If there is a loss, potentially dilutive securities are not considered, as they would

be anti-dilutive.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Summary of significant accounting policies (continued)

following tables provide the calculation of basic and diluted net loss per ordinary share for the three months and nine months ended

September 30, 2024, and September 30, 2023:

of basic and diluted net loss per ordinary shares

Three months ended

September 30,

Nine months ended

September 30,

$ ( 4,961,006 )

Accretion of carrying value to initial redemption value

Redemption of Class A ordinary shares

$ ( 3,830,445 )

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

Accretion of carrying value to initial redemption value

Redemption of Class A ordinary shares

$ ( 11,810,167 )

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

$ ( 10,911,259 )

Weighted average ordinary shares outstanding

Basic and diluted net (loss) per share

following table conveys the number of shares that may potentially be dilutive ordinary shares in the future.

The holders of these shares

do not have a contractual obligation to share in the Company’s losses.

The Company excluded the following potential ordinary shares,

presented based on amounts outstanding at each period end, from the computation of diluted loss per share:

of computation of diluted loss per share

September 30, 2024

September 30, 2023

Convertible bonds (treasury stock method)

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

6 unchanged sentences

end date while the warrants are outstanding.

All of the Company’s warrants have met the criteria for equity treatment.

Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which

requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities

are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable

or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect

taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be

sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s

only major tax jurisdiction.

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 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.

In accordance with Cayman income tax regulations,

income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next

twelve months.

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

income per ordinary share

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

method in calculating earnings per share.

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

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 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.

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 per ordinary share

Allocation of net income

Basic and diluted weighted average common shares

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

of credit risk

instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution

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

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.

value of financial instruments

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

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

November 23, 2021, the Company consummated its Initial Public Offering of 19,999,880 Units at $ 10.00 per Unit, generating gross proceeds

of $ 199,998,800 , and incurring offering costs of approximately $ 9,351,106 which $ 2,499,985 was

for underwriting fees, $ 5,999,964 was for deferred underwriting commissions, $ 268,617 for the fair value of the Representative Shares

and $ 582,540 was for other offering costs.

Unit consists of one ordinary share and one-half of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant

entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per whole share (see Note 7).

PRIVATE PLACEMENT

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 .

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

the Trust Account.

The Private Placement Warrants are identical to the warrants sold in the Initial Public Offering, except as described

If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will

expire worthless.

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS

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.

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).

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)

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

A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)

for any 20 -trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business

Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all

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

Promissory Note – Related Party

April 20, 2021, the Sponsor issued an unsecured promissory note (the “IPO 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 is interest bearing ( 0.01 % annual rate) and payable on the earlier of (i) December 31, 2021 or (ii) the consummation

of the Initial Public Offering.

These amounts will be 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 (including interest) under the Promissory

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

As of June 30, 2024

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

Administrative

Services Arrangement

Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on NYSE through the

earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general

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.

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

incurred $ 36,000 in expenses for these services.

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

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

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of notes may be converted upon consummation

of a Business Combination into additional Private Placement Warrants at a price of $ 1.00 per warrant.

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds

held in the Trust Account would be used to repay the 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 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

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

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

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

Representative

November 23, 2021, the Company assigned 99,999 shares of Class B ordinary share to the representative for nominal consideration (the

All of the Company’s warrants have met the criteria for equity treatment (see Note

13, Shareholders’ Deficit , for additional information).

Value Measurements

value is the price that would be received to sell an asset or paid to transfer a liability in an orderly, hypothetical transaction between

market participants at the measurement date, or exit price.

ASC 820, Fair Value Measurement (“ASC 820”) establishes a fair

value hierarchy for inputs, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs

when measuring fair value.

Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management

The three levels are defined as follows:

1 – Quoted prices in active markets for identical assets or liabilities.

2 – Inputs other than Level 1 that are observable, either directly or indirectly, such

as quoted prices for similar assets or liabilities;

quoted prices in markets that are not

or other inputs that are observable or can be corroborated by observable market data

for substantially the full term of the assets or liabilities;

3 – Unobservable inputs that are supported by little or no market activity and that

are significant to the fair value of the assets or liabilities.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Summary of significant accounting policies (continued)

825-10, Financial Instruments , allows entities to voluntarily choose to measure certain financial assets and liabilities at fair

value (fair value option).

The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new

election date occurs.

If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be

reported in earnings at each subsequent reporting date.

The Company elected to apply the fair value option to its PIPE Convertible Note

described in Note 10, Convertible bonds and notes .

This financial liability was initially measured at its issue-date fair value

and is subsequently remeasured at fair value on a recurring basis at each reporting period date.

The Company elected to present the fair

value and the interest components together in the consolidated statements of operations and comprehensive loss.

Therefore, interest is included as a component of changes in fair value of debt presented in the “Other income” line item

in the consolidated statements of operations and comprehensive loss.

following table provides the financial liability reported at fair value and measured on a recurring basis at September 30, 2024:

of financial liability reported at fair value and measured on a recurring basis

September 30, 2024

Convertible Note

of December 31, 2023, no financial liabilities were reported at fair value and measured on a recurring basis.

There were no transfers

between fair value hierarchy levels during the period ended September 30, 2024.

assumptions used in determining the fair value of the Company’s outstanding convertible note for the period ended September 30,

2024, is as follows:

of assumptions used in determining the fair value convertible note

September 30, 2024

Risk-free interest rate

Expected life (years)

Recent Accounting Pronouncements

time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard

setting bodies and adopted by the Company as of the specified effective date.

Unless otherwise discussed, the impact of recently issued

standards that are not yet effective are not expected to have a material impact on the Company’s financial position or results

of operations upon adoption.

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires an enhanced disclosure

of significant segment expenses on an annual and interim basis.

This guidance is effective for fiscal years beginning after December

15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

Upon adoption, the

guidance should be applied retrospectively to all prior periods presented in the financial statements.

The Company does not expect the

adoption of this guidance to have a material impact on our financial statements.

Reverse Recapitalization and Related Transactions

Merger Sub merged with and into Seamless on the Closing Date, as described in Note 1, Business Combination .

Seamless survived

the merger as a wholly owned subsidiary of INFINT, and INFINT changed its name to Currenc.

to the closing of the Business Combination, Seamless had 58,030,000 shares outstanding and the following transactions occurred immediately

prior to the Closing:

divested (a) TNG (Asia) Ltd., (b) Future Network Technology Investment Co., Ltd.

and (c) GEA Holdings Limited, such that these

entities are no longer affiliates;

acquired an additional ownership share in Dynamic Indonesia Holdings Limited (“Dynamic Indonesia”), the parent company

of the WalletKu operating group, through the exercise by the holder of a put option for 772,970

Seamless shares, such that Seamless controls 79 %

of Walletku (see Note 8, Acquisition of Dynamic Indonesia Holdings Limited, for more information);

applicable holder exercised its right to convert Seamless’ outstanding bonds

payable into 2,736,287 common shares of Seamless;

Seamless shares were issued to employees subject to

the employee Share Incentive Plan;

● 290,000 Seamless shares were issued and reserved for service providers;

the purposes of splitting Seamless, GEM and TNG, a one-for-nine share repurchase exercise

was undertaken and resulted in 6,153,926 shares repurchased;

all the above transactions, Seamless had a total of 61,478,331 shares outstanding.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Recapitalization and Related Transactions (continued)

the effective time of the Reverse Recapitalization:

outstanding common shares of Seamless were exchanged for 40,000,000 ordinary shares of the

Company issued at $ 10.00 per share (the “Exchange Consideration Shares”);

Company converted 4,483,026 Class B ordinary shares previously issued to the Sponsor (“Sponsor

Shares”), 1,250,058 Class B ordinary shares previously issued to other founders (“Other

Converted Shares”) and 99,999 Class B ordinary shares issued to the underwriters (“Representative

Shares”) into 4,483,026 , 1,250,058 and 99,999 ordinary shares, respectively.

B ordinary shares ceased to exist after the Reverse Recapitalization;

connection with the Closing, the Company issued 200,000 shares to vendors and issued promissory

notes for an aggregate of approximately $ 9.5 million to EF Hutton, Greenberg Traurig, and

the Sponsor (see Note 1, Business Combination , for more details);

described in Note 1, Business Combination , the Company raised $ 1.75 million in net

proceeds from the PIPE Offering by issuing a Convertible Note with a principal of $ 1.94 million,

400,000 Commitment Shares, and 136,110 Warrants to purchase 136,110 ordinary shares in a

private placement to a PIPE investor (see Note 10, Convertible bonds and notes, for

more information);

Company’s outstanding 94,916 Public Shares, 7,796,842 Private Warrants, and 9,999,880

Public Warrants were still outstanding at the time of the Close.

following the Reverse Recapitalization and the PIPE Financing, the Company had 46,527,999 ordinary shares and 17,932,892 warrants outstanding.

Currenc ordinary shares issued and outstanding immediately following the consummation of the Reverse Recapitalization were as

of ordinary shares issued and outstanding

Exchange Consideration Shares

Public Shares

Sponsor Shares

Other Converted Shares

Representative Shares

The Company estimated the fair value of Representative Shares to be $ 268,617 , which is 2.87 % of

total offering cost of $ 9,351,106 .

The Company recognized the estimated fair value as part of offering costs.

The holders of the Representative

Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination.

In addition, the holders

have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination

and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to

complete a Business Combination within the Combination Period.

Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately

following the date of commencement of sales of the Initial Public Offering pursuant to FINRA Rule 5110(e)(1s).

Pursuant to FINRA Rule

5110(e)(1), these securities will not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short

sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of

180 days beginning on the date of commencement of sales of the Initial Public Offering, except as provided in FINRA Rule 5110(e)(2).

Vendor Shares

PIPE Commitment Shares

Total Shares issued and outstanding

the closing of the Business Combination, $ 56.0 million remained in the Company’s trust account, of which $ 54.8 million was used

to pay public shareholders who exercised redemption rights, $ 0.8 million was used to pay outstanding fees and expenses of INFINT incurred

in connection with the Business Combination, and $ 0.3 million was used to partially repay deferred underwriting fees, with no balance

remaining for working capital and general corporate purposes of Currenc.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Recapitalization and Related Transactions (continued)

with the closing of the Business Combination, Currenc completed the PIPE Offering, resulted in gross proceeds of $ 1.75 million, of which

$ 0.8 million was used to pay outstanding fees and expenses of INFINT, $ 0.5 million was used to pay a directors and officers insurance

premium, and $ 0.4 million was used to pay outstanding fees and expenses of Seamless.

to their subjective nature, any potential transaction-related costs (including legal, accounting and other professional fees) have been

expensed as incurred on the respective company’s financial statements.

Pre-Closing costs of INFINT were expensed as incurred in

their records and are recorded to additional paid-in capital upon Reverse Recapitalization.

Pre-Closing costs of Seamless were expensed

as incurred and are included in the historical financial statements presented.

Post-Closing, any such costs of Currenc are being expensed

as incurred in the financial statements presented.

net liabilities of INFINT were recognized at their carrying value immediately prior to the Closing with no goodwill or other intangible

assets recorded and were as follows:

other intangible assets

( 5,364,533 )

Accrued expenses – Sponsor (1)

Accrued expenses

underwriter fee payable

( 5,699,964 )

Promissory note – Sponsor

note – Seamless (2)

liabilities assumed

$ ( 12,168,598 )

(1) Converted into new promissory note – Sponsor upon the Closing of the Business Combination.

(2) Eliminates against the corresponding receivable reflected by Seamless.

Balance as of January 1, 2023 and December 31, 2023

Goodwill impairment

Balance as of September 30, 2024

The following table sets forth the goodwill

by reportable segments:

of Goodwill Reportable Segments

September 30, 2024

December 31, 2023

Remittance services

Sales of Airtime

The goodwill was arising from the acquisition

of Tranglo and Walletku Group in 2018 and 2022, respectively.

of borrowings

December 31, 2023

Short-term borrowings (i)

Long-term borrowings (ii)

current maturities

( 9,031,383 )

Non-current maturities

of September 30, 2024 and December 31, 2023, the Company had several unsecured short-term

loans from independent third parties which were repayable within one year and charged interest

rates ranging from Nil to 24.0 % and 15.0 % to 24.0 % per annum, respectively.

As of September

30, 2024 and December 31, 2023, the weighted average interest rate of these borrowings was

13.7 % and 22.6 % per annum, respectively.

The borrowings are denominated in Hong Kong Dollar

(“HK$”) and United States Dollar (“US$”).

of December 31, 2023, the Company obtained several unsecured long-term loans for two to five

Interest rates ranged from 12.0 % to 24.0 % per annum, respectively.

As of December

31, 2023, the weighted average interest rate of these borrowings was 13.1 % per annum.

borrowings are denominated in HK$ and US$.

of September 30, 2024 and December 31, 2023, the Company obtained loans from two members of management of the Company:

loan of HK$ 12.3

million (equivalent to US$ 1.6

million) has been provided by Mr.

Alexander Kong,

the Chairman, at an interest rate of 12 %

Another loan of HK$ 3.6

million (equivalent to US$ 0.5

million) has been provided by Dr.

the Chief Executive Officer, at an interest rate of 12 %

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Borrowings (continued)

of September 30, 2024, loans of US$ 7.9 million were guaranteed by Mr.

Alexander Kong (2023:

US$ 8.7 million).

expense during the three month periods ended September 30, 2024 and 2023 was US$ 3,855,555 and US$ 695,276 , respectively.

expense during the nine month periods ended September 30, 2024 and 2023 was US$ 7,682,277 and US$ 3,850,152 , respectively.

connection with the Business Combination, the Company executed several unsecured promissory notes on August 30, 2024:

Promissory Notes to Third Parties:

August 30, 2024, the Company issued unsecured promissory notes for approximately $ 5.7 million to EF Hutton to settle the balance of deferred

underwriting fees and approximately $ 3.2 million to Greenberg Traurig to settle the balance of legal fees.

The outstanding amount under

the loans as of September 30, 2024 was approximately $ 8.9 million.

Promissory Note to Related Party:

August 30, 2024, the Company issued a promissory note to the Sponsor for $ 603,623 , replacing the existing unsecured promissory note with

an outstanding amount of $ 325,000 dated September 13, 2023, for financing working capital expenses.

As of September 30, 2024, the new

promissory note had an outstanding balance of $ 603,623 .

promissory notes to third parties and related party issued in connection with the Business Combination do not bear interest, and the

principal balances are payable in equal monthly installments over terms of less than one year.

The notes are subject to customary

events of default and financing closure above a certain threshold, which, if triggered, would cause the unpaid principal balance and

all other sums payable under the notes to become immediately due and payable.

fair value of these notes approximates the carrying amounts represented in the accompanying balance sheet, primarily due

to their short-term nature.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Borrowings (continued)

of September 30, 2024, the borrowings will be due according to the following schedule:

of long term borrowings

Principal amounts

For the period ending September 30,

Within one year

Within two years

Within three years

carrying values of short-term borrowings approximate their fair values due to their short-term maturities.

The Company’s long-term

borrowings are subject to both fixed and floating interest rates.

The carrying values of each type of these borrowings approximate their

fair values as the interest rates reflect the rates offered to other entities with similar characteristics to Currenc.

Receivable factoring

receivables factoring facility represents an interest-bearing loan for an amount of US$ 624,227 (2023:

US$ 423,483 ) based on terms and

conditions set out in the facility agreement dated January 10, 2019 and further revised on April 22, 2021.

The loan is secured, bears

an effective interest rate of 9.8 % (2023:

10 % ) per annum calculated on a daily rest basis at the end of the reporting period.

and interest are to be repaid within 120 (2023:

120) days from the date of each invoice.

weighted average interest rate as of September 30, 2024 and December 31, 2023 was 9.8 %

per annum, respectively.

Interest expense during the nine-month periods ended September 30, 2024 and 2023 was US$ 44,710

and US$ 46,460 ,

respectively.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

of segment reporting for revenue

Three months ended

September 30,

Nine months ended

September 30,

Remittance services

Fiat remittance

ODL remittance

Sales of Airtime

Other services

Cost of sales

Remittance services

( 2,211,516 )

( 2,705,658 )

( 7,743,463 )

( 8,513,348 )

Sales of Airtime

( 5,817,457 )

( 5,815,033 )

( 16,017,579 )

( 17,954,058 )

Other services

Cost of sales

( 8,124,542 )

( 8,597,348 )

( 24,030,794 )

( 26,692,493 )

Remittance services

Sales of Airtime

Other services

Acquisition of Dynamic Indonesia Holdings Limited

June 2, 2022, Dynamic Indonesia Holdings Limited and its two shareholders, Dynamic Investment Holdings Limited and Noble Tack International

Limited, entered into a Subscription Agreement (“Subscription”) whereby Dynamic Indonesia Holdings Limited will offer the

shareholders to subscribe to 5,000 shares of the Company in five equal tranches.

Dynamic Investment Holdings Limited subscribed to the first tranche, and upon completion of its purchase of 1,000 shares on June 2, 2022

for $ 200,000 , Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from 49 % to approximately

As a subsidiary of the Company, Dynamic Indonesia Holdings Limited’s financial performance has been included in the Company’s

interim condensed consolidated financial statements from the date of acquisition.

allocation of the purchase price as of the date of acquisition is summarized as follows:

Schedule of purchase price

of acquisition

Net assets acquired (i)

( 1,590,634 )

Goodwill (Note 4)

Non-controlling interests

( 3,931,441 )

Total purchase price is comprised of:

Cash consideration

Fair value of previously held equity interests

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Acquisition of Dynamic Indonesia Holdings Limited (Continued)

arose on the acquisition from the expected synergies from combining our existing airtime

operations with those of Dynamic Indonesia Holdings Limited.

independent valuation firm was hired by Noble Tack International Limited to value it shares

in Dynamic Indonesia at approximately the date of the acquisition.

The firm used market approach

Price-to-Sales multiple-based methodology to determine the value.

June 2, 2022, in conjunction with the share purchase described above, the Company granted a put option to Noble Tack International Limited.

The put option grants the holder the right to convert its equity interest in and loan to Dynamic Indonesia Holdings Limited into equity

of the Company as defined in the agreement.

The option is valid for two years.

October 3, 2022 only Dynamic Investment Holdings Limited subscribed to the second tranche, and upon completion of its purchase of 1,000

shares for $ 200,000 , Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately

51 % to approximately 54 % .

February 3, 2023 only Dynamic Investment Holdings Limited subscribed to the third tranche, and upon completion of its purchase of 1,000

shares for $ 200,000 , Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately

54 % to approximately 56 % .

June 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fourth tranche, and upon completion of its purchase of 1,000

shares for $ 200,000 , Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately

56 % to approximately 57 % .

October 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fifth tranche, and upon completion of its purchase of 1,000

shares for $ 200,000 , Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately

57 % to approximately 59 % .

August 30, 2024, Noble Tack International Limited has exercised the put option to convert its equity interest in and loan to Dynamic

Indonesia Holdings Limited into Convertible Bonds of Seamless Group Inc.

The total option price of US$ 5,353,841

were converted.

The Convertible Bonds have been further converted into shares of Seamless Group Inc.

Related party transactions

of related parties

with the Company

Executive Officer of the Company

Alexander Kong

of Currenc Group

Planet Limited

holding company

Dynamic Solutions Limited

controlled by Chairman of the Company

Ripple Markets APAC Pte.

(originally Ripple

Labs Singapore Pte.

40% owner of Tranglo Sdn.

Services, Inc.

Wholly owned subsidiary of the minority 40% owner of Tranglo Sdn.

Company had the following significant related party transactions for the nine months ended

September 30, 2024 and 2023, respectively:

of related party transactions

Three months ended

September 30,

Nine months ended

September 30,

Sino Dynamic Solutions Limited

Purchase of intangible assets

Support and maintenance costs

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Related party transactions (Continued)

Pay-Out Support Agreement (the “Agreement”) between Ripple Services, Inc.

and Tranglo was entered into on March 10, 2021.

According to the Agreement, Tranglo agreed to integrate with RippleNet and On Demand Liquidity (collectively, the “Ripple Solution”) which

are developed by Ripple for facilitating cross-border payments, and act as the service provider of Ripple.

Under the Agreement, Tranglo’s

remittance partners can choose to adopt the use of XRP provided by On-Demand Liquidity facility for prefunding purposes.

and Tranglo agreed to make use of the Programmatic Liquidation system for liquidation of XRP as received by Tranglo for prefunding purposes

into USD or other fiat currencies.

Under the Agreement, Ripple guarantees that Tranglo will receive the agreed amount of fiat currencies

from the liquidation of XRP on every agreed XRP prefunding arrangement, and that any shortfall in the liquidation process will be covered

In exchange, Tranglo has to offer certain discounts on transaction fees and foreign exchange fees for the remittance partners

who adopt the On-Demand Liquidity services of Ripple Solution and use XRP for prefunding transactions.

Labs Singapore Pte.

and Tranglo entered into a Master XRP Commitment to Sell Agreement on March 11, 2022, which was subsequently

amended in 2022 and 2023 (referred to as the “Tranglo Commitment to Sell Agreement”).

Pursuant to the Tranglo Commitment

to Sell Agreement, Tranglo can execute ODL transactions in which Ripple Labs Singapore Pte.

Ltd will make available via automated wallet

funding service (“AWF”) up to $ 50,000,000 worth of XRP for working capital purposes.

Under the Tranglo Commitment to Sell

Agreement, Ripple Labs Singapore Pte.

Ltd deposits certain amounts of XRP into Tranglo’s crypto wallet.

The Tranglo Commitment

to Sell Agreement stipulates that the legal title and rights to the XRP deposited in Tranglo’s crypto wallet belong to Ripple Labs

Singapore Pte.

Under the Tranglo Commitment to Sell Agreement, Tranglo agrees to transfer XRP in its crypto wallet as provided by

Ripple Labs Singapore Pte.

Ltd in its bailment account to Tranglo for prefunding purposes.

In exchange for obtaining the XRP, Tranglo

has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte.

balance of deposits of XRP in Tranglo’s crypto wallet as of September 30, 2024 and December 31, 2023 was approximately $ 2.2 million

and $ 2.0 million, respectively.

A maximum limit of $ 50.0 million is included in the Tranglo Commitment to Sell Agreement.

Labs Singapore Pte.

and GEA also entered into a Master XRP Commitment to Sell Agreement on September 12, 2022 (referred to as the

“GEA Commitment to Sell Agreement”), when GEA was onboarded as an ODL RP.

Pursuant to the GEA Commitment to Sell Agreement,

GEA can execute ODL transactions.

Under the GEA Commitment to Sell Agreement, Ripple Labs Singapore Pte.

Ltd deposits certain amounts

of XRP into the account of its ODL RP (i.e., the crypto wallet of GEA).

The GEA Commitment to Sell Agreement stipulates that the legal

title and rights to the XRP deposited in GEA’s crypto wallet belong to Ripple Labs Singapore Pte.

Under the GEA Commitment

to Sell Agreement, GEA agrees to transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte.

Ltd in its bailment account

to Tranglo for prefunding purposes.

Once the XRP transfer is confirmed, the legal title of that XRP will be transferred from Ripple Labs

Singapore Pte.

Also, in exchange for obtaining the XRP, GEA has the obligation to repay the amount of fiat currency as agreed

in the ODL transaction to Ripple Labs Singapore Pte.

Ripple Labs Singapore Pte.

Ltd and GEA also entered into a Line of Credit and

related addendums in connection with the GEA Commitment to Sell Agreement, under which Ripple Labs Singapore Pte.

Ltd provided to GEA

a $ 5 million credit facility for a two-year term, providing GEA with the resources to aggressively promote the use of ODL services.

balance of deposits of XRP in GEA’s crypto wallet as of December 31, 2023 was zero.

There is no maximum limit included in the GEA

Commitment to Sell Agreement.

the Master XRP Commitment to Sell Agreement signed between Ripple and GEA Limited, Ripple will make available XRP for GEA.

GEA can choose

to adopt the use of XRP provided by Ripple’s On-Demand Liquidity facility for prefunding purposes.

Each withdrawal of XRP shall

be converted into a USD purchase price based on mutually agreed upon rate quote.

XRP will be sent to Tranglo for liquidation of XRP into

USD by Programmatic Liquidation system for prefunding transactions.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Related party transactions (Continued)

total dollar value of the ODL remittance partner transactions related to the XRP that was drawn down in the prefunding arrangements

for the Nine months ended September 30, 2024 and 2023 are approximately $ 204.2

million and $ 384

million, respectively.

Revenues for Tranglo generated from the ODL remittance for the Nine months ended September 30, 2024 and 2023

are approximately $ 0.7

million and $ 1.4

million, respectively.

Amounts settled to Ripple for the Nine months ended September 30, 2024 and 2023 are approximately $ 632.7

million and $ 554.8

million, respectively.

Amounts settled to Ripple by GEA Limited for ODL prefunding transactions while acting as the ODL RP for the

nine-month periods ended September 30, 2024 and 2023 are approximately $ Nil

million, respectively.

Amounts settled to Ripple by Tranglo which had made use of the ODL services while acting as the remittance

hub for the Nine months ended September 30, 2024 and 2023 were approximately $ 632.7

million and $ 450.6

million, respectively.

ODL balance with Ripple has been disclosed in the related party balance note below.

Company had the following related party balances as of September 30, 2024 and December 31,

of related party balances

December 31, 2023

Amounts due from related parties

Sino Dynamic Solutions Limited

The Wall Street Factory Ltd

Dynamic Fintech Group (HK) Ltd.

Amounts due from related

Amounts due to related parties

Regal Planet Limited

Sino Dynamic Solutions Limited

Alexander Kong

Ripple Lab Inc.

Amounts due to related

amounts due from/to related parties are unsecured, interest-free and repayable on demand, except for the balance with Ripple, which

is interest free for one week.

Interest paid to Ripple for the nine-month periods ended September 2024 and 2023 is US$ 303,677

and US$ 609,058 ,

respectively.

The transactions occur in the course of the Company’s operations.

arising from transactions with related parties are described in Note 5.

Convertible bonds and notes

September 14, 2023, the parties entered into the Third Amendment Agreement for the purpose of, among others, reviewing and amending certain

terms and conditions under the Amended and Restated Convertible Bond Instrument, and further the Company has been authorized by a resolution

of its board of directors dated September 11, 2023 to create and issue a US$ 10,000,000 15 % secured guaranteed convertible bonds (the

“Convertible Bonds”) and to replace and terminate the Amended and Restated Convertible Bond Instrument (the “Second

Amended and Restated Convertible Bond Instrument” or the “Convertible Bond Instrument”).

August 30, 2024, the Lender has converted the convertible bond into the shares of Seamless.

A total amount of principal plus accrued

interest of US$ 17 million has been converted into equity of Seamless.

August 30, 2024, the Company entered into a Convertible Note Purchase Agreement (“Note Purchase Agreement”) with the PIPE

Investor (the “Noteholder”), pursuant to the terms of the agreement, the Company issued to the Noteholder the following:

Currenc ordinary shares of as a commitment fee

(“Commitment Shares”, (ii) a Convertible Promissory Note with principal amount of $ 1,944,444 ,

and (iii) 136,110

Warrants to buy 136,110

Currenc ordinary shares with an exercise price of $ 11.50

In exchange for the issuances of the Commitment Shares, the Convertible Promissory Note and Warrants, the Company received

from the Noteholder proceeds of $ 1,750,000 .

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Convertible bonds and

notes (Continued)

issuance, the Convertible Promissory Note had a fair value of $ 1,750,000 and matures on the eighteen-month anniversary date of the issuance

of such convertible promissory note (“Maturity Date”) and bears interest at a rate of 12 % per annum.

This interest is due

in either cash or stock quarterly on each March 31, June 30, September 30, and December 31, of each year commencing August 31, 2024.

In case of an event of default, the outstanding principal and any accrued but unpaid interest will become immediately repayable.

Convertible Promissory Note is convertible by the Noteholder at any time prior to the Maturity Date at $ 10.00 per Ordinary Share (“Conversion

The Company also has the right to convert the Convertible Promissory Note at any time prior to the Maturity Date at 105%

of the Conversion Rate.

The Company has the right to prepay the Convertible Promissory Note in full at any time for 120% of total outstanding

balance after providing at least thirty (30) Business Days advance written notice of such intent .

fair value of the 400,000 Commitment Shares amounted to $ 2,512,000 , which is expensed upon issuance as a cost of debt carried at fair

value with an offsetting increase to equity.

of September 30, 2024, the Convertible Promissory Note had a fair value of $ 1,750,000 .

See Note 2(l), Fair value measurement, for further details surrounding the fair value assumptions.

The principal

amount of $ 1,944,444 is still outstanding as of September 30, 2024, as no repayments were made during the period ended September 30,

136,110 Warrants expire at the earlier of five years from issuance and the liquidation of the Company, as defined in the Warrant

The warrant is treated as an equity instrument based on terms in the Warrant Agreement.

The proceeds received for this transaction

are allocated first to the Convertible Promissory Note and any residual proceeds are allocated to the Warrant.

The Warrants were allocated

a value of zero on issuance.

Deconsolidation of GEA Holdings Limited and TNG (Asia) Limited

July 30, 2024, Seamless Group Inc.

disposed all of its equity interest in GEA Holdings Limited to L&L Health Holdings Limited, a

related company, at a consideration of US$ 1 .

Upon the disposal of the equity interest, the Company lost control of GEA Holdings Limited

and deconsolidated the subsidiary.

August 30, 2024, Seamless Group Inc.

has signed a share buy-back agreement to buy back its own shares from the existing shareholders.

Consideration for the sale and purchase of the Sale Shares shall be settled by way of transfer and distribution of 31,240,525 TNG (Asia)

Limited Shares.

Upon the completion of the sale and purchase, Seamless Group Inc.

has disposal of all of the equity interest in TNG (Asia)

Limited and deconsolidated the subsidiary.

transaction does not meet the criteria for discontinued operations under ASC 205-20 as the divested business does not represent a strategic

shift that will have a major effect on the Company’s operations and financial results.

Company recognized a gain on sale of US$ 14.9 million, calculated as the difference between the sale proceeds of $ Nil and the

carrying amount of net liabilities sold of US$ 14.9 million.

This gain is presented within “Other Income” in the

consolidated statements of operations and comprehensive loss for the three and nine-month periods ended September 30, 2024.

statement of operations of the divested entities from the start of the year up to before divestiture are as follows:

of divested entities

Cost of revenue

General and administrative expenses

Loss from operations

Finance costs, net

Loss before income tax

Income tax expense

major classes of assets and liabilities divested of are as follows:

Assets/(Liabilities)

Intangible assets

Deposits, prepayments and other receivables

Restricted cash

Amount due to related companies

Accruals and other payables

Client Money Payable

Amount due to related companies

Other liabilities

Assets/(Liabilities)

significant continuing involvement exists with the divested subsidiaries.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Commitments and Contingencies

holders of the insider shares, as well as the holders of the Private Placement Warrants (and underlying securities) and any securities

issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be

signed prior to or on the effective date of Initial Public Offering.

The holders of a majority of these securities are entitled to make

up to three demands that the Company register such securities.

Notwithstanding anything to the contrary, the underwriter (and/or its

designees) may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date

of the Initial Public Offering.

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 shares are to be released from escrow.

The holders of a majority

of the Private Placement Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying

securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination.

the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the

consummation of a Business Combination.

Notwithstanding anything to the contrary, the underwriter (and/or its designees) may participate

in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Notwithstanding anything

to the contrary, under FINRA Rule 5110, the underwriter and/or its designees may only make a demand registration (i) on one occasion

and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering,

and the underwriter and/or its designees may participate in a “piggy-back” registration only during the seven-year period

beginning on the effective date of the registration statement relating to the Initial Public Offering.

underwriter purchased the 2,608,680 units to cover over-allotments at the Initial Public Offering price.

underwriter received a cash underwriting discount of (i) one and one-quarter percent ( 1.25 %) of the gross proceeds of the Initial Public

Offering, or $ 2,499,985 , and (ii) one half of a percent ( 0.5 %) in the form of Representative Shares.

In addition, the underwriter is

entitled to a deferred fee of three percent ( 3.00 %) of the gross proceeds of the Initial Public Offering, or $ 5,999,964 , upon closing

of the Business Combination, pursuant to the underwriting agreement dated November 18, 2021 (the “Underwriting Agreement”).

The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject

to the terms of the Underwriting Agreement.

Support Agreement

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

Support Agreement, pursuant to which, among other things, such Seamless Shareholders party thereto agreed to (a) vote their Seamless

shares in support and favor of the Business Combination Agreement, the Proposed Transactions and all other matters or resolutions that

could reasonably be expected to facilitate the Proposed Transactions, (b) waive any dissenters’ rights in connection with the Proposed

Transactions, (c) not transfer their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at

or prior to Closing.

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

Support Agreement

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

Agreement, pursuant to which, among other things, the Sponsor agreed to (a) vote at the INFINT 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.

holders of the Private Placement Warrants (and underlying securities) will be entitled to registration rights pursuant to an agreement

to be signed prior to or on the effective date of Initial Public Offering.

The holders of a majority of these securities are entitled

to make up to three demands that the Company register such securities.

Notwithstanding anything to the contrary, the underwriter (and/or

its designees) may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective

date of the Initial Public Offering.

The holders of a majority of the Private Placement Warrants (and underlying securities) can elect

to exercise these registration rights at any time after the Company consummates a Business Combination.

In addition, the holders have

certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of

a Business Combination.

Notwithstanding anything to the contrary, the underwriter (and/or its designees) may participate in a “piggy-back”

registration only during the seven-year period beginning on the effective date of the Initial Public Offering.

The Company will bear

the expenses incurred in connection with the filing of any such registration statements.

Notwithstanding anything to the contrary, under

FINRA Rule 5110, the underwriter and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five-year

period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriter and/or

its designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective

date of the registration statement relating to the Initial Public Offering.

August 30, 2024, INFINT entered into Lock-Up Agreements (the “Lock-up Agreements”) by and between INFINT and certain shareholders

of Seamless (such shareholders, the “Company Holders”), pursuant to which, among other things, each Company Holder agreed

not to, during the Lock-up Period (as defined below), lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell,

sell any option or contract to purchase, purchase an option or contract to sell, grant any option, right or warrant to purchase, or otherwise

transfer or dispose of, directly or indirectly, any of the shares issued to such Company Holder in connection with the Business Combination

(the “Lock-up Shares”), enter into any swap or other arrangement that transfers to another, in whole or in part, any of the

economic consequences of ownership of such shares, or publicly disclose the intention to do any of the foregoing, whether any of these

transactions are to be settled by delivery of any such shares or other securities, in cash, or otherwise, subject to limited exceptions.

As used herein, “Lock-Up Period” means the period commencing on the date of the Closing and ending on the earlier of:

six months after the Closing and (ii) the date after the Closing on which Currenc consummates a liquidation, merger, share exchange or

other similar transaction with an unaffiliated third party that results in all of Currenc’s shareholders having the right to exchange

their Currenc ordinary shares for cash, securities or other property.

foregoing description of the Lock-Up Agreements is subject to and qualified in its entirety by reference to the full text of the form

of the Lock-Up Agreement, a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated by reference.

connection with the Closing, in order to meet Nasdaq unrestricted public float requirements, the parties agreed to waive lock-up restrictions

on 2,100,000 shares held by the Sponsor.

Rights Agreement

the closing of the Business Combination, the Company and certain Seamless Shareholders and the Company’s shareholders party thereto

(such shareholders, the “Holders”) will enter into the Registration Rights Agreement, pursuant to which, among other things,

the Company will be obligated to file a registration statement to register the resale of certain New INFINT Ordinary Shares held by the

The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to

certain requirements and customary conditions.

the closing of the Business Combination, the Company will enter into individual Lock-Up Agreements with each of certain Seamless Shareholders

(each, a “Locked-Up Shareholder”) pursuant to which, among other things, New INFINT Ordinary Shares held by each Locked-Up

Shareholder will be locked-up for a period ending on the earlier of (A) six (6) months following the Closing and (B) the date after the

Closing on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction

with an unaffiliated third party that results in all of the Company’s shareholders having the right to exchange their shares for

cash, securities, or other property.

connection with the Closing, on August 30, 2024, INFINT and certain existing shareholders of INFINT and Seamless (such parties, the “Holders”)

entered into a registration rights agreement (the “Registration Rights Agreement”) to provide for the registration of Currenc’s

ordinary shares issued to them in connection with the Business Combination.

The Holders are entitled “piggy-back” registration

rights with respect to registration statements filed following the consummation of the Business Combination, subject to certain requirements

and customary conditions.

Currenc will bear the expenses incurred in connection with the filing of any such registration statements.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Commitments and

Contingencies (Continued)

of First Refusal

4 unchanged sentences

right of first refusal shall not have a duration of more than three years from the commencement of sales of the Initial Public Offering.

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that

the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public

Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

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

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

Commitments and Contingencies

Company believes, other than as disclosed herein, there are no other commitments or contingencies arising from the normal course of business or any legal proceedings

that require recognition or disclosure in the condensed consolidated financial statements.

On August 17, 2024, Ripple Markets APAC Pte.

Ltd., the successor to Ripple Labs Singapore Pte.

sent a default letter to GEA demanding payment totaling $ 27,257,540.64 , and sent a demand letter to Seamless, as guarantor, for the full

amount of the payment by August 19, 2024.

On August 19, 2024, RMA filed a claim in Singapore naming Seamless and demanding that the defendants,

jointly and severally, pay the demanded payment plus late payments and certain costs.

Seamless has subsequently divested GEA, and intends

to defend the claim.

Shareholders’ Deficit

Shares — The Company is authorized to issue 5,000,000 preferred shares with a par value of $ 0.0001 per share with such

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

At June 30, 2024

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

A Ordinary share — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per

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

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).

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

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

At June 30, 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 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

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 June 30, 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.

Shares — The Company is authorized to issue 550,000,000 ordinary shares with a par value of $ 0.0001 per share.

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

At September 30, 2024 and December 31, 2023, there were

46,527,999 and 33,980,753 ordinary shares issued and outstanding, respectively (reflecting retroactive application of recapitalization).

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

2 unchanged sentences

Combination or earlier upon redemption or liquidation.

Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a Public Warrant and will have no obligation

to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A

ordinary share issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject

to the Company satisfying its obligations with respect to registration or such issuance is deemed to be exempt under the Securities Act

and the securities laws of the state of residence of the registered holder of the warrants.

Company will not be obligated to deliver any ordinary share pursuant to the exercise of a Public Warrant and will have no obligation

to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the ordinary

share issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company

satisfying its obligations with respect to registration or such issuance is deemed to be exempt under the Securities Act and the securities

laws of the state of residence of the registered holder of the warrants.

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

3 unchanged sentences

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.

and only if, the reported last sale price of the 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;

and only if, there is a current registration statement in effect with respect to the 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

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of Class

A ordinary share issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend,

or recapitalization, reorganization, merger or consolidation.

The exercise price and number of ordinary

share issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or

recapitalization, reorganization, merger or consolidation.

However, except as described below, the warrants will not be adjusted for

issuance of Class A ordinary share at a price below its exercise price.

Additionally, in no event will the Company be required to net

cash settle the warrants.

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

the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will

they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

issuance of ordinary share at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle

the warrants.

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

funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they

receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

the warrants may expire worthless.

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

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

Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (with such issue

price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such

issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable,

prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than

60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion

of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary

share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination

(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest

cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger

price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price .

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Shareholders’

Deficit (Continued)

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

Combination at an issue price or effective issue price of less than $9.20 per share of ordinary share (with such issue price or effective

issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor

or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such

issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the

total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business

Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary share during the

20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the

“Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be

equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be

adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

Private Placement Warrants, as well as up to 1,500,000 warrants underlying additional Private Placement Warrants the Company issues to

4 unchanged sentences

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

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

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

respectively.

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

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

Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

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.

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

the Business Combination Agreement, Seamless Shareholders are expected to receive Seamless Value in aggregate consideration in the form

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

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;

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

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

accordance with ASC 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events

that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions

that occurred up to the date the audited financial statements were issued.

Based upon this review, the Company did not identify any subsequent

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

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.

At September 30, 2024, there were 136,110 PIPE Warrants outstanding (see Note 10, Convertible bonds and notes , for

additional information).

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.

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, Private Placement Warrants and PIPE Warrants issued pursuant to their

respective warrant agreement qualify for equity accounting treatment.

Company has evaluated all events and transactions that occurred after September 30, 2024 through the filing of this Quarterly Report

on Form 10-Q and determined that there have been no events that have occurred that would require adjustment to disclosures in the unaudited

interim condensed consolidated financial statements.

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