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Item 2. Management’s Discussion and Analysis

2024-11-19 compared with 2024-08-16 · 744 added, 269 removed, 6 unchanged (99% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

in this report to “we,” “us” or the “Company” refer to INFINT

Acquisition Corporation .

References to our “management” or our “management team” refer to our officers

and directors, and references to the “Sponsor” refer to InFinT Capital LLC.

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with the annual financial statements and

the notes thereto contained elsewhere in this Report.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

statements other than statements of historical fact included in this Quarterly Report on Form 10-Q including, without limitation, statements

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

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

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

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

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

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

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

management, identify forward looking statements.

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

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

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

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

The cautionary

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

this Quarterly Report on Form 10-Q.

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

in the Private Securities Litigation Reform Act.

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

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

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

in their entirety by this paragraph.

Combination Agreement;

August 3, 2022, the Company, entered into a business

combination agreement, which was amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment

dated February 20, 2023 (as amended and it may be further amended from time to time, collectively, the “Business Combination Agreement”),

with FINTECH Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of INFINT (“Merger Sub”),

and Seamless Group Inc., a Cayman Islands exempted company (“Seamless”).

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, with Seamless surviving the merger as a wholly owned subsidiary of the Company (the “merger” and the merger and

the other transactions contemplated by the Business Combination Agreement, together, the “Business Combination”).

November 22, 2022, in accordance with the terms of the Business Combination Agreement, as amended, Seamless deposited additional funds

in the amount of $2,999,982 to the Trust Account to automatically extend the date by with the Company must consummate a business combination

from November 23, 2022 to February 23, 2023.

On February 13, 2023, at the extraordinary general meeting the Company’s shareholders

approved the First Extension Proposal to amend the Company’s Charter to extend the date that the Company has to consummate a business

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

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

approval of the First Extension Proposal.

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

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

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

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

August 18, 2023, the Company’s shareholders approved the Second Extension Proposal to amend the Charter to extend the date that

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

Under Cayman Islands law, the

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

Accordingly, the Company had until February 23,

2024 to consummate its initial business combination.

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

of 2,176,003 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price

of approximately $10.94 per share, for an aggregate redemption amount of approximately $23.8 million, leaving approximately $81.1 million

in the Trust Account.

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

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

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

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

February 16, 2024, the Company’s shareholders approved the Third Extension to extend the date by which it has to consummate a business

combination from February 23, 2024 to the Third Extended Date.

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

approval of the Third Extension Proposal.

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

In connection with the votes to approve the Third Extension, the holders of 2,661,404 Class A ordinary shares of the Company

properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.36 per share, for an aggregate

redemption amount of approximately $30.26 million, leaving approximately $53.97 million in the Company’s Trust Account.

accordance with the Business Combination Agreement, as amended, additional funds in the amount of $80,000 were deposited by Seamless

to the Trust Account on February 20, 2024, and the required contributions will continue to be deposited on or before the 23rd day of

each subsequent calendar month into the Trust Account until the Third Extended Date or the date an initial business combination is completed.

As of August 1, 2024, a total of $640,000 has been deposited into the Trust Account as such required contributions.

July 15, 2024, 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.

On August 6, 2023, the Company’s shareholders

approved the proposed Business Combination and related proposals.

The proposed Business Combination is expected to close on or

around to August 20, 2024, subject to the satisfaction of certain closing conditions.

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

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.

January 19, 2024, the Company received a notification (the “Notice”) from NYSE informing us that, because the number of public

shareholders is less than 300, the Company is not in compliance with Section 802.01B of the NYSE

Listed Company Manual ( the “Listing Rule”).

The Listing Rule requires the Company to maintain a minimum of 300 public

stockholders on a continuous basis.

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

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

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

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

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

should read the following discussion and analysis of Currenc’ financial condition and results of operations in conjunction with

the consolidated financial statements and the related notes included elsewhere herein.

This discussion contains forward-looking statements

that involve risks and uncertainties.

Currenc’ actual results and the timing of events could differ materially from those anticipated

in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere

in this proxy statement and prospectus.

the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” to “Currenc,” “it,” or “their,” generally refer to Seamless Group Inc.

to the Business Combination and to Currenc Group Inc.

after giving effect to the Business Combination.

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.

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

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

our two major lines of business, remittance and airtime, Currenc is a leading operator of global money transfer services and airtime

trading in Southeast Asia.

The remittance business facilitates users in different countries sending money from one country to another

in a low cost and efficient manner.

The airtime business sells airtime to users in different countries worldwide, including retail users

in Indonesia.

In the past, Currenc operated the two different business lines through four main subsidiaries:

Tranglo, WalletKu, TNG Asia

On July 30, 2024, Currenc divested GEA and on August 30, 2024, Currenc also disposed TNG Asia.

Since then, Currenc operates

the global remittance business mainly through Tranglo, which is one of the leading money remittance platforms in Southeast Asia.

provides business-to-business (“B2B”) remittance services for financial institutions and is considered as a upstream player

of the remittance industry.

Currenc also provides cross-border international airtime transfer services through Tranglo, acting as a switching

platform provider for telecom airtime transfer and a wholesale reseller of foreign airtime.

Currenc also runs WalletKu, which is an Indonesian

airtime operator facing end users directly.

is a leading global money and airtime transfer hub in Southeast Asia.

For Tranglo’s money remittance business, it provides a single

unified application programming interface for licensed banks and money service operators and acts as a one-stop settlement agent for

cross-border money transfer, offering customers the ability to process payments globally.

At September 30, 2024, Tranglo had more than

5,000 bank partners, 35 eWallets, 130,000 cash pick-up points, and 133 corporate clients for remittances, with a remittance network covering

more than 80 countries.

As for the nine-month period ended September 30, 2024, Tranglo processed around 8.56 million transactions with

a total processing value of $3.92 billion, which represents a growth in volume by 5.5% as compared to 8.11 million transactions, and

a growth in total processing value by 18.8% as compared to the total processing value of $3.3 billion for the nine-month period ended

September 30, 2023.

As for the nine-month period ended September 30, 2024, the top four sending countries for Tranglo’s remittance

business were UK, Hong Kong, Singapore and Korea, whereas the top four receiving countries were Philippines, Indonesia, Thailand and

The predominant portion of Tranglo’s Hong Kong related revenue is derived from two customers, TNG Asia and GEA, which

were divested by Currenc in August and July 2024 respectively.

Based on the nine-month period ended September 30, 2024 operating results,

post-Divestiture, the percentage of revenue generated in Hong Kong and the PRC represented approximately 6.0% of Currenc’s total

number of Tranglo unique users increased to 1,024,100 as of September 30, 2024 from 866,800 as of September 30, 2023, while the number

of global money transfer transactions increased from 8.11 million for the nine-month period ended September 30, 2023 to 8.56 million

for the nine-month period ended September 30, 2024.

The number of average monthly unique sending accounts increased from 326,500 for

the nine-month period ended September 30, 2023 to 358,900 for the nine-month period ended September 30, 2024.

is also a global airtime transfer hub, offering cross-border airtime wholesale and transfer services.

At September 30, 2024, Tranglo

has partnered with more than 500 mobile operators that cover 150 countries and served more than 40 airtime corporate customers.

the nine-month period ended September 30, 2024, Tranglo processed 3.23 million airtime transfer transactions with a total value of $7.3

million, representing a decrease of 21.4% in volume and 22.3% in value as compared to 4.11 million transactions with a total value of

$9.4 million for the nine-month period ended September 30, 2023.

For the nine-month period ended September 30, 2024, the airtime unique

user accounts decreased to 531,000, representing a decline of 25.9% as compared to 716,500 for the nine-month period ended September

The monthly average unique sending accounts also decreased to 140,200 for the nine-month period ended September 30, 2024, representing

a decline of 22.1% as compared to 180,000 for the nine-month period ended September 30, 2023.

is an independent electronic platform in Indonesia directly facing end users, and allows its customers to purchase airtime and conduct

internet data top-up.

WalletKu platform also allows users to conduct cash top-up, transfers, and utility or bill payments.

also a participant in the Indosat Cluster Partnership for managing the marketing work of Indosat telecommunication and airtime products

in two cluster areas in Indonesia.

WalletKu served approximately 130,502 customers as of September 30, 2024, distributing airtime with

a total value of $9.7 million for the nine-month period ended September 30, 2024.

Asia operates an eWallet operation in Hong Kong, targeting the niche market of overseas workers, i.e., Philippine and Indonesian overseas

domestic workers living in Hong Kong.

TNG Asia generates 80-95% of its revenue by offering the money remittance services to these overseas

is a remittance agent which mainly serves TNG Asia in remitting money to overseas countries.

GEA provides a prefunding facility for TNG

Asia and conducts foreign exchange (“Forex”) conversion for TNG Asia’s customers.

GEA also provides currency conversion

and remittance services for other clients and earns revenue via Forex spread markups.

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.

Pursuant 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”).

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 Date.

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.

See Note 3 to the consolidated financial statements,

Reverse Recapitalization and Related Transactions , for additional information.

Factors Affecting Currenc’s Results of Operations

operates in the cross-border money remittance and international airtime transfer markets in Southeast Asia, and its results of operations

and financial condition are significantly affected by general factors driving this market.

It has benefited from rapid technological

change, increased low cost and real time cross-border money transfer needs, as well as increased availability, quality and usage of mobile

It has also benefited significantly from the increasing Internet penetration, particularly mobile Internet penetration, in Asia,

and also the increasing adoption of electronic wallets or storage vehicles.

On the other hand, its international airtime transfer business

may be adversely affected by the increasing adoption and thus wider availability of free Wi-Fi in public places and buildings in many

Southeast Asian countries as well as other emerging countries.

Currenc’s results of operations and financial condition are affected

by the general factors driving the currency transfer, digital financial services, e-commerce and other industries in Southeast Asia.

On the other hand, as the global digital remittance market has thrived and grown rapidly, more and more competitors have entered into

the market and as a result, the market competition is intensifying.

This has direct impact on the pricing power of Currenc, and thus

its profitability.

ability to maintain and increase the size of its user base

revenue is largely driven by the number of users and the number of transactions on its remittance platforms, as well as the users on

the airtime trading platforms.

The larger the number of users on Currenc’s platforms and the larger the number of partners, including

banks, e-Wallets and corporations that will join its network, the greater will be the number of transactions that drive its revenue.

However, as the market competition is getting more intense, Currenc has to offer more price-competitive and highly efficient services

in order to maintain and increase its user base.

the larger the number of merchants and telecommunication companies using the platforms of airtime supplied by Tranglo’s airtime

business and WalletKu, the higher the growth in business, and revenue of Currenc will be higher.

will strive to develop B2C markets in Southeast Asia and Middle East, so as to capture the retail remittance and airtime market.

development, if successfully launched, will generate significant clientele and synergy for Tranglo’s remittance and airtime businesses.

engagement and monetization

Currenc’s global money transfer and airtime services are the foundation of its relationship with its users globally.

revenue on cross border money transfers and airtime transfer services.

In particular, Currenc’s in-house cross-border payment processing

B2B platform generates fees on money transfer orders it settles for banks and other money service operators around the world.

will continue to drive adoption of its retail end users and financial institutions in using Currenc’s platform for money transfer,

mass payout and collection services and payment processing business, as well as introduce new B2C financial services and airtime distribution

services, in Southeast Asia and Middle East.

Currenc believes it can leverage its expertise and knowhow to develop retail markets in

Southeast Asia and Middle East, offering payment, remittances, airtime and other fintech services.

for airtime business, Currenc will strive to expand its global airtime transfer coverage and telco partner network.

The global airtime

transfer business mainly serves migrant workers worldwide.

As free Wi-Fi becomes more and more available to many Southeast Asian countries,

the needs for migrant workers from these countries to send airtime back to their homelands diminish over time.

Also, as Malaysia-Indonesia

is currently the key global airtime corridor for Tranglo which contributed 51.6% of Tranglo’s global airtime revenue for the nine-month

period ended September 30, 2024, Tranglo’s global airtime business could be adversely affected by the changes.

Currenc needs to

broaden its network and diversify its user base to other Asian countries like Pakistan, Middle East countries like UAE, Saudi Arabia,

and African countries like Egypt, in order to expand its global airtime business in the future.

Currenc will also seek to expand the

network and coverage of WalletKu and offer a wider range of products and services for retail customers in Indonesia.

Currenc believes

the insights on its users generated by its existing services will enable it to develop new products and services for the existing markets,

and also to explore and develop new markets for the services, and thereby generate more revenue for it.

of new products and services and cross-selling to Currenc’s users

strives to stay on the cutting edge of the financial technology by developing and launching new products and services to offer to both

new and existing users and intends to continue investing in product development to build new products and services and to bring them

existing users represent a sizable opportunity to cross-sell products and services with relatively low incremental marketing and advertising

Currenc believes that there exists a significant synergy between its B2C eWallet and retail airtime business and its B2B cross

border remittance business and global airtime transfer business.

As such, it plans to continually invest in the product development of

its existing platforms, and to also to explore and develop eWallet markets in various Southeast Asian and Middle East countries so as

to expand its B2C business scope and create more synergy between its B2C and B2B businesses.

To the extent that Currenc is able to create

significant synergy between its operations, and to cross-sell products and services between different clienteles and countries, it expects

its revenue and financial income to continue to grow and its margins to increase.

ability to operate in a cost-effective manner

ability to control costs and expenses relating to its operations affects its profitability.

The global remittance market is evolving

rapidly and new entrants to the market have driven market competition.

This has a long term downward trend on the gross profit margin

for the whole industry.

In order to generate growing operating profits, players have to expand their market scope and scale, while on

the other hand, control their operating costs.

General and administrative expenses have historically represented the largest portion

of Currenc’s total operating expenses.

In particular, Currenc has invested significantly in hiring, training and retaining personnel

and expects to continue to make significant investments in personnel as it grows its business and enters new geographies and offers new

With the expansion of its business, Currenc expects its operating costs and expenses to continue to increase, including employee

compensation and benefits, marketing and branding and other costs and expenses.

The salary level in the fintech industry in and around

Southeast Asia has generally increased in recent years, and Currenc believes it offers competitive wages and other benefits to recruit

and retain quality professionals.

As Currenc is to explore and develop the B2C markets in Southeast Asia and Middle East, Currenc’

operating model allows it to centralize a number of functions, including technology development, operating system infrastructure building

as well as certain general and administrative services.

This will allow Currenc to increase efficiencies across each of its businesses

and further increase its overall operating leverage.

partner network

results of operations are affected by its ability to continue to maintain and build its collaborative network with partners.

business has a large portfolio of blue-chip customers across both its payment and airtime transfer segments, including WISE, SingTel,

Remitly, SBI Japan, Mastercard, WeChat Pay HK, Maxis, Etisalat and Ding.

By continuing to develop Tranglo’s technological infrastructure,

Currenc will be able to handle larger volumes of money transfer and settlement and open new business opportunities, both in money transfer

and airtime businesses, which in turn will allow it to attract more customers.

The ability of Currenc to maintain and develop new partners

will have the direct impact on its business scope and scale.

Currenc is to develop new B2C markets in Southeast Asia and Middle East, it could bring in new partners for Tranglo and WalletKu so as

to create significant business synergy and cross selling between different business segments of Currenc.

into new markets and acquisitions

part of Currenc’s strategy of expansion, it has in the past acquired, and may, from time to time, acquire businesses or interests

in businesses, including non-controlling interests, form joint ventures or create strategic alliances.

In the future, Currenc will strive

to develop its B2C businesses in Southeast Asia and Middle East, focusing on various fintech and airtime trading services.

to replicate and further develop the existing B2C eWallet, payment, remittance, airtime trading business model in Southeast Asian and

Middle East countries, in particular the Philippines, Indonesia, Cambodia, Vietnam, Abu Dhabi and Saudi Arabia.

Currenc will continually

evaluate potential strategic acquisitions of businesses or products with the aim of expanding its user and revenue base, widening its

geographic coverage and increasing its product range.

In addition, Currenc’s ability to leverage its existing distribution network

to expand its product offering across its current markets and replicate its success in Southeast Asian and Middle East countries where

it operates will affect its growth and results of operations.

It expects that its growth prospects will continue to be significantly

affected by its ability to expand its business in new and existing markets.

of Operations

only activities through June 30, 2024 were organizational activities, those necessary to consummate the IPO, described below, and identifying

a target company for a Business Combination.

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

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

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

as for due diligence expenses.

three months ended June 30, 2024, we had net income of $174,050, which consisted of operating costs of $537,075, offset by interest earned

on marketable securities held in the Trust Account of $711,125.

six months ended June 30, 2024, we had net income of $764,153, which consisted of operating costs of $896,072, offset by interest earned

on marketable securities held in the Trust Account of $1,660,225.

three months ended June 30, 2023, we had net income of $721,929, which consisted of operating costs of $496,846, offset by interest earned

on marketable securities held in the Trust Account of $1,218,775.

six months ended June 30, 2023, we had net income of $1,720,167, which consisted of operating costs of $1,129,766, offset by interest

earned on marketable securities held in the Trust Account of $2,849,933.

This section includes tables that set forth a summary

of Currenc’ consolidated results of operations for the periods indicated, as well as accompanying narratives explaining material

This information should be read together with its consolidated financial statements and related notes included elsewhere in this

proxy statement and prospectus.

The operating results in any period are not necessarily indicative of the results that may be expected

for any future period.

period Ended September 30, 2024 Compared to three-month period Ended September 30, 2023

the three-month period ended

September 30,

(dollars in thousands)

Cost of revenue

Operating expenses

General and administrative and selling expenses

Total operating expenses

Finance income (costs)

Other income, net

Other expenses

Loss before income tax expense

Income tax expenses

Non-GAAP Financial Figures:

see how Currenc defines and calculates EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results

of Operations—Non-GAAP Financial Measures.”

the three-month period ended September 30, 2024, Currenc’ revenue decreased by 11.0% to $11.3 million as compared to $12.7 million

for the three-month period ended September 30, 2023.

The decrease was mainly due to a drastic decline of 22.1% in global airtime revenue.

The remittance revenue decreased as well due to a decline in TNG Asia’s remittance business.

the three-month period ended September 30, 2024, Tranglo processed 2.71 million remittance transactions with a total value of $1.21 billion,

which compares to 2.72 million transactions and a total value of $1.14 billion for the three-month period ended September 30, 2023.

as the overall take rate decreased by 7.5% during the period, Tranglo generated remittance revenues of $4.5 million for the three-month

period ended September 30, 2024, which was at relatively the same level of $4.6 million as the three-month period ended September 30,

to COVID and the Malaysian border being closed, Currenc’ global airtime business dropped by 34%, from $18.4 million for the year

ended December 31, 2022 to $12.2 million for the year ended December 31, 2023.

For the three-month period ended September 30, 2024, Currenc’

global airtime revenue continued to decline by 22% to $2.3 million as compared to $2.95 million for the three-month period ended September

As more and more free Wi-Fi is now made available to the people in many Southeast Asian countries, especially in Malaysia and

Indonesia, there was a change in consumers’ behavior.

In particular, the demand for Malaysia-Indonesia airtime transfers has been

declining which led to a continual decline in Tranglo’s global airtime business in the years 2023 and 2024.

Currenc does not expect

a turn around on its global airtime business in the near future.

the three-month period ended September 30, 2024, the airtime unique user accounts decreased to 531,000, representing a decline of 25.9%

as compared to 716,500 for the three-month period ended September 30, 2023.

The monthly average unique sending accounts also decreased

to 140,200 for the three-month period ended September 30, 2024, representing a decline of 22.1% as compared to 180,000 for the three-month

period ended September 30, 2023.

Indonesian airtime revenue was $4 million for the three-month period ended September 30, 2024, which was at slightly higher as compared

to $3.4 million for the three-month period ended September 30, 2023.

the three-month period ended September 30, 2024, Currenc recorded a gain of $0.1 million as “Other income”, which was immaterial.

For the three-month period ended September 30, 2023, Currenc also recorded a gain of $0.2 million as “Other income”.

the three-month period ended September 30, 2024, Currenc cost of revenue was $8.1 million which was a decrease of 5.8% as compared to

that of $8.6 million for the three-month period ended September 30, 2023.

Due to Currenc’ efforts at continually lowering the direct

costs for remittance, the direct costs for remittance revenue was $2.2 million for the three-month period ended September 30, 2024, which

represented a decrease of 18.5% as compared to $2.7 million for the three-month period ended September 30.

Also, the direct costs for

global airtime revenue decreased substantially by 23.1% from $2.6 million to $2 million, which was in line with the 22.1% decline in

global airtime revenue.

The direct costs for Indonesian airtime revenue increased by 18.8% from $3.2 million to $3.8 million during the

periods, which is also consistent to the 17.6% increase in Indonesian airtime revenue.

amortization expense of Currenc was $0.2 million for the three-month period ended September 30, 2024, as compared to $0.3 million for

the three-month period ended September 30, 2023.

Again, the amortization expenses were related only to the amortization expense of TNG

operating expenses increased sharply from $6.5 million for the three-month period ended September 30, 2023, to $19.1 million for the

three-month period ended September 30, 2024.

The substantial increase was mainly due to an expense of $13.1 million in recognition of

the incentive shares granted to the employee upon the completion of merging with INFINT SPAC, and also an expense of $1 million in recognition

of shares granted to Roth for their services as the Capital Market Advisor.

The staff costs remained relatively stable as Tranglo had

completed its manpower expansion plan, whereas the legal and professional costs declined slightly during the periods.

legal and professional costs decreased to $0.2 million for the three-month period ended September 30, 2024, from $1.2 million for the

three-month period ended September 30, 2023.

This was mainly due to lower extension fees paid for the extension of INFINT SPAC and majority

of the de-SPAC related legal and professional fee has been paid in prior periods.

income for the three-month period ended September 30, 2024 was mainly contributed by $14.7 million gain on divestiture of TNGA and GEA.

expenses were immaterial for the three-month periods ended September 30, 2024 and 2023.

costs for the three-month period ended September 30, 2024 were mainly represented by PIPE issuance cost of $2.5 million, convertible

bond interest of $0.4 million and interest on loan converted from convertible bond of $0.3 million.

costs for the three-month period ended September 30, 2024 were mainly represented by convertible bond interest of $0.4 million and interest

on loan converted from convertible bond of $0.5 million and amortization for the debt discount on convertible bond of $0.2 million.

effective tax rate of Tranglo for the three-month period ended September 30, 2024 and 2023 was consistent with the statutory tax rate.

Nine-month period ended September

30, 2024 Compared to nine-month period ended September 30, 2023

the nine-month period ended

September 30,

(dollars in thousands)

Cost of revenue

Operating expenses

General and administrative and selling expenses

Total operating expenses

Finance income (costs)

Other income, net

Other expenses

Loss before income tax expense

Income tax expenses

Non-GAAP Financial Figures:

see how Currenc defines and calculates EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results

of Operations—Non-GAAP Financial Measures.”

the nine-month period ended September 30, 2024, Currenc’ revenue decreased by 11.3% to $35.4 million as compared to $39.9 million

for the nine-month period ended September 30, 2023.

The decrease was mainly due to a drastic decline of 22.3% in global airtime revenue.

The remittance revenue decreased as well due to a decline in TNG Asia’s remittance business.

the nine-month period ended September 30, 2024, Tranglo processed 8.56 million remittance transactions with a total value of $3.92 billion,

which compares to 8.11 million transactions and a total value of $3.3 billion for the nine-month period ended September 30, 2023.

as the overall take rate decreased by 15.9% during the period, Tranglo generated remittance revenues of $14.3 million for the nine-month

period ended September 30, 2024, which was at relatively the same level as the nine-month period ended September 30, 2023.

global money transfer network has been expanding.

For the nine-month period ended September 30, 2024, it has increased the number of

global money transfer corridors it serves to more than 80 corridors.

The number of unique users increased to 1,024,100 as of September

30, 2024 from 866,800 as of September 30, 2023, and the number of global money transfer transactions increased from 8.11 million for

the nine-month period ended September 30, 2023 to 8.56 million for the nine-month period ended September 30, 2024.

The number of average

monthly unique sending accounts increased from 326,500 for the nine-month period ended September 30, 2023 to 358,900 for the nine-month

period ended September 30, 2024.

to COVID and the Malaysian border being closed, Currenc’ global airtime business dropped by 34%, from $18.4 million for the year

ended December 31, 2022 to $12.2 million for the year ended December 31, 2023.

For the nine-month period ended September 30, 2024, Currenc’

global airtime revenue continued to decline by 22.3% to $7.3 million as compared to $9.4 million for the nine-month period ended September

As more and more free Wi-Fi is now made available to the people in many Southeast Asian countries, especially in Malaysia and

Indonesia, there was a change in consumers’ behavior.

In particular, the demand for Malaysia-Indonesia airtime transfers has been

declining which led to a continual decline in Tranglo’s global airtime business in the years 2023 and 2024.

Currencdoes not expect

a turn around on its global airtime business in the near future.

the nine-month period ended September 30, 2024, the airtime unique user accounts decreased to 531,000, representing a decline of 25.9%

as compared to 716,500 for the nine-month period ended September 30, 2023.

The monthly average unique sending accounts also decreased

to 140,200 for the nine-month period ended September 30, 2024, representing a decline of 22.1% as compared to 180,000 for the nine-month

period ended September 30, 2023.

Indonesian airtime revenue was $10.2 million for the nine-month period ended September 30, 2024, which was a slight decrease of 2.9%

as compared to $10.5 million for the nine-month period ended September 30, 2023.

the nine-month period ended September 30, 2024, Currenc recorded a gain of $0.7 million as “Other income”, of which

Tranglo contributed a Forex gain of $0.6 million.

For the nine-month period ended September 30, 2023, Currenc recorded a gain of

$0.4 million as “Other income”, of which Tranglo contributed a Forex gain of $0.8 million whereas TNG Asia contributed a

Forex loss of $0.1 million as TNG Asia launched a negative Forex spreads rate of –0.07%.

the nine-month period ended September 30, 2024, Currenc cost of revenue was $24.0 million which was a decrease of 10.1% as compared to

that of $26.7 million for the nine-month period ended September 30, 2023.

Due to Currenc’ efforts at continually lowering the direct

costs for remittance, the direct costs for remittance revenue was $7.7 million for the nine-month period ended September 30, 2024, which

represented a decrease of 9.4% as compared to $8.5 million for the nine-month period ended September 30, 2023, despite a substantial

increase of TPV by 18.8% during the two periods.

Also, the direct costs for global airtime revenue decreased substantially by 24.1% from

$8.3 million to $6.3 million, which was in line with the 22.3% decline in global airtime revenue.

The direct costs for Indonesian airtime

revenue has increased slightly from $9.6 million to $9.7 million during the periods.

amortization expense of Currenc was $1.0 million for the nine-month period ended September 30, 2024, as compared to $1.1 million for

the nine-month period ended September 30, 2023.

Again, the amortization expenses were related only to the amortization expense of TNG

operating expenses increased sharply from $18.8 million for the nine-month period ended September 30, 2023, to $30.0 million for the

nine-month period ended September 30, 2024.

The substantial increase was mainly due to an expense of $13.1 million in recognition of

the incentive shares granted to the employee upon the completion of merging with INFINT SPAC, and also an expense of $1 million in recognition

of shares granted to Roth for their services as the Capital Market Advisor.

The staff costs remained relatively stable as Tranglo had

completed its manpower expansion plan, whereas the legal and professional costs declined slightly during the periods.

legal and professional costs decreased to $1.5 million for the nine-month period ended September 30, 2024, from $3.5 million for the

nine-month period ended September 30, 2023.

This was mainly due to lower extension fees paid for the extension of INFINT SPAC.

income, net for the nine- month period ended September 30, 2024 was mainly contributed by $14.7 million gain on divestiture of TNGA and

expenses were immaterial for the nine-month periods ended September 30, 2024 and 2023.

costs for the three-month period ended September 30, 2024 were mainly represented by PIPE issuance cost of $2.5 million, convertible

bond interest of $1.3 million and interest on loan converted from convertible bond of $1.4 million and interest paid to Ripple of $0.6

million for ODL prefunding purposes.

costs for the nine months’ period ended September 30, 2023, finance costs were mainly represented by convertible bond interest.

of $1.3 million, interest on loan converted from convertible bond of $1.4 million amortization for the debt discount on convertible bond

of $0.8 million and interest paid to Ripple of $0.6 million for ODL prefunding purposes.

effective tax rate of Tranglo for the nine-month period ended September 30, 2024 and 2023 was consistent with the statutory tax rate.

Financial Measures

supplement Currenc’ consolidated financial statements, which are prepared and presented in accordance with GAAP, it uses EBITDA,

a non-GAAP financial measure as described below, to understand and evaluate its core operating performance.

These non-GAAP financial

measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ overall

understanding of its financial performance and should not be considered a substitute for, or superior to, the financial information prepared

and presented in accordance with GAAP.

is defined as net loss before interest, taxes, depreciation and amortization.

Currenc believes that EBITDA provides useful information

to investors and others in understanding and evaluating its operating results.

These non-GAAP financial measures eliminate the impact

of items that Currenc does not consider indicative of the performance of its business.

While Currenc believes that these non-GAAP financial

measures are useful in evaluating its business, this information should be considered as supplemental in nature and is not meant as a

substitute for the related financial information prepared in accordance with GAAP.

table below presents a reconciliation of EBITDA to net loss, the most directly comparable GAAP financial measure, for the periods indicated.

the three-month period ended

September 30,

(dollars in thousands)

Income tax expenses

Interest expenses, net

Depreciation and amortization

the nine-month period ended

September 30,

(dollars in thousands)

Income tax expenses

Interest expenses, net

Depreciation and amortization

use of EBITDA has material limitations as an analytical tool, as EBITDA does not include all items that impact Currenc’ net loss

for the period.

For the three-month period ended

September 30, 2024

and adjustments

(dollars in thousands)

Net income (loss)

Income tax expenses

Interest expense, net

Depreciation and amortization

For the three-month period ended September 30, 2023

and adjustments

(dollars in thousands)

Net income (loss)

Income tax expenses

Interest expense, net

Depreciation and amortization

the three-month period ended September 30, 2023, Currenc had an EBIT loss of $2.1 million and an EBITDA loss of $1.2 million.

the three-month period ended September 30, 2024, the EBIT loss decreased to $1.1 million and the EBITDA loss was $0.2 million for

the three-month period ended September 30, 2024.

The slight decrease in EBIT and EBITDA losses in the first three months of 2024 was

mainly due to $14.7 million gain on divestiture of TNGA and GEA, offset by an expense of $13.1 million in recognition of the

incentive shares granted to employees upon the completion of merging with INFINT SPAC, as well as an expense of $1 million in

recognition of shares granted to Roth for their services as the Capital Market Advisor after the merging with INFINT

the three-month period ended September 30, 2024, Tranglo recorded an EBIT profit of $0.05 million, which represented a decrease as compared

to $0.4 million for the three-month period ended September 30, 2023.

This was due to an improvement in Tranglo’s gross profit margin

in its remittance business as Tranglo succeeded in containing its direct remittance payout costs.

Despite that there was a 34% decline

in Tranglo’s global airtime revenue, Tranglo managed to maintain a positive EBIT.

For the three-month period ended September 30,

2024, the EBIT loss of TNG Asia and GEA combined was $0.8 million, as compared to $0.4 million for the three-month period ended September

WalletKu recorded an EBIT loss of $0.04 million for the three-month period ended September 30, 2024 which compared to an EBIT

loss of $0.2 million for the three-month period ended September 30, 2023.

For the nine-month period ended

September 30, 2024

and adjustments

(dollars in thousands)

Net income (loss)

Income tax expenses

Interest expense, net

Depreciation and amortization

For the nine-month period ended

September 30, 2023

and adjustments

(dollars in thousands)

Net income (loss)

Income tax expenses

Interest expense, net

Depreciation and amortization

the nine-month period ended September 30, 2023, Currenc had an EBIT loss of $5.3 million and an EBITDA loss of $2.4 million.

EBIT loss decreased to $3.4 million and the EBITDA loss was $0.6 million for the nine-month period ended September 30, 2024.

decrease in EBIT and EBITDA losses in the first nine months of 2024 was mainly due to $14.7 million gain on divestiture of TNGA and

GEA, offset by an expense of $13.1 million in recognition of the incentive shares granted to employees upon the completion of

merging with INFINT SPAC, as well as an expense of $1 million in recognition of shares granted to Roth for their services as the

Capital Market Advisor after the merging with INFINT SPAC.

the nine-month period ended September 30, 2024, Tranglo recorded an EBIT profit of $2.0 million, which represented a slight decrease

as compared to $2.1 million for the nine-month period ended September 30, 2023.

This was due to a substantial improvement in Tranglo’s

gross profit margin in its remittance business as Tranglo succeeded in containing its direct remittance payout costs.

Despite that there

was a 22.3% decline in Tranglo’s global airtime revenue, Tranglo managed to maintain its EBIT profit.

nine-month period ended September 30, 2024, the EBIT loss of TNG Asia and GEA combined was $2.0 million, as compared to $1.6 million

for the nine-month period ended September 30, 2023.

WalletKu recorded an EBIT loss of $0.3 million for the nine-month period ended September

30, 2024 which compared to an EBIT loss of $0.4 million for the nine-month period ended September 30, 2023.

a discussion of the limitations associated with using EBITDA rather than GAAP measures and a reconciliation to net loss, see “— Non-GAAP

Financial Measures .”

is an exempted company registered by way of continuation in the Cayman Islands.

The Cayman Islands currently levies no taxes on individuals

or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate

are no other taxes likely to be material to Currenc levied by the government of the Cayman Islands except for stamp duties which may

be applicable on instruments executed in, or brought within the jurisdiction of, the Cayman Islands.

In addition, the Cayman Islands

does not impose withholding tax on dividend payments.

subsidiaries incorporated in Malaysia are subject to Malaysian profits tax at a rate of 24.0% on the estimated assessable profit.

of dividends to the shareholders of Currenc’ subsidiaries in Malaysia are not subject to withholding tax in Malaysia.

profit tax has been levied as Currenc did not have assessable profit that was earned in or derived from the Malaysian subsidiary during

the periods presented.

subsidiaries incorporated in Indonesia are subject to Indonesian profits tax at a rate of 22.0% on the taxable profit.

Dividends paid

by its subsidiaries in Indonesia will be subject to a withholding tax rate ranging from 0% (subject to certain requirements) to 20%.

Dividends paid or payable to foreign taxpayers are subjected to a tax rate of 20% of cash payment (if in the form of cash dividends)

or 20% of par value (if in the form of share dividends).

Taxpayers who are residents of a country that have a written agreement for double

tax avoidance with Indonesia will be charged at a lower rate if they give their original residence certificates issued by the department

of taxation of the origin country.

No Indonesian profit tax has been levied as Currenc did not have assessable profit that was earned

in or derived from the Indonesian subsidiary during the periods presented.

Going Concern

The Company’s 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.

As 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.

cash generated from financing activities was $2.2 million, resulting principally from proceeds of borrowings.

While 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.

and Capital Resources

November 23, 2021, the Company consummated the Initial Public Offering of 17,391,200 Units.

Each Unit consists of one Class A ordinary

share, $0.0001 par value per share, and one-half of one redeemable warrant, with each whole warrant (“Warrant”) entitling

the holder to purchase one ordinary share at a price of $11.50 per share.

The Units were sold at an offering price of $10.00 per Unit,

generating gross proceeds of $173,912,000.

Simultaneously

with the consummation of the Initial Public Offering, the Company consummated the private placement of 7,032,580 warrants at a price

of $1.00 per Private Placement Warrant, generating total proceeds of $7,032,580, to the Sponsor.

The Private Placement Warrants are identical

to the Warrants sold in the Initial Public Offering.

November 23, 2021, the Company consummated the sale of an additional 764,262 Private Placement Warrants in connection with the underwriter’s

exercise of its over-allotment option to purchase an additional 2,608,680 Units for gross proceeds of $26,086,800.

The Private Placement

Warrants were sold at $1.00 per Private Placement Warrant, generating additional gross proceeds of $764,262.

Following the closing of

the over-allotment option, the Company generated total gross proceeds of $207,795,642 from the Initial Public Offering and the Private

Placement, of which the Company 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 the Company’s Trust Account established in connection with the Initial Public Offering.

the six months ended June 30, 2024, cash used in operating activities was $351,026.

Net income of $764,153 was offset by interest earned

on marketable securities held in the Trust Account of $1,660,225.

Changes in operating assets and

liabilities used $ 545,046 of cash for operating activities.

Cash from investing activities

consisted of cash withdrawn from the trust account of $30,285,815 net with additional investments in the trust account of $560,000.

used in financing activities consisted of the redemption of ordinary shares of $30,285,815 net with contributions for the extension of

$560,000 and proceeds from working capital loan of $316,297.

the six months ended June 30, 2023, cash used in operating activities was $334,651.

Net income of $1,720,167 was offset by interest earned

on marketable securities held in the Trust Account of $2,849,933.

Changes in operating assets and liabilities used $795,115 of cash for

operating activities.

Cash from investing activities consisted of cash withdrawn from the trust account of $109,309,854 net with additional

investments in the trust account of $1,450,000.

Cash used in financing activities consisted of the redemption of ordinary shares of $109,309,854

net with contributions for the extension of $1,450,000 and proceeds from working capital loan of $75,000.

June 30, 2024, we had marketable securities held in the Trust Account of $55,457,522 consisting of securities held in a money market

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

Through June 30, 2024, we did not withdraw any interest earned on the Trust Account to pay our taxes.

We intend to use substantially

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

To the extent that

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

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

Such working capital funds could be used in

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

research and development of existing or new products.

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

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

were insufficient to cover such expenses.

June 30, 2024, we have available to us $8,780 of cash on our operating account and working capital deficit of $5,412,119.

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

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

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

Business Combination.

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

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

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

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

of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

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 issued by the Company at the time

of its Initial Public Offering, as described in the prospectus for the Initial Public Offering, dated November 22, 2021 and filed with

the SEC, 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 and payable.

As of June 30, 2024, $325,000 is outstanding

under the Note.

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, $316,297 was outstanding pursuant

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

In accordance

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

of $ 560,000 were deposited into the Trust Account as of June 30, 2024, and the required

contributions will continue to be deposited on or before the 23rd day of each subsequent calendar month into the Trust Account until

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

is completed.

As of August 1, 2024, a total of $640,000 has been deposited to the Trust Account as required contributions.

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

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.

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.

Additionally, the Combination Period

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

As a result, there is substantial doubt that the Company

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

from the issuance of these financial statements.

only activities through June 30, 2024 were organizational activities, those necessary to consummate the Initial Public Offering, and

identifying a target company for a Business Combination.

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

of our Business Combination.

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

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

as well as for due diligence expenses.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2024.

We do not participate

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

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

We have not entered into

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

or purchased any non-financial assets.

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

to pay our Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support.

We began incurring

these fees on November 23, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination

and our liquidation.

connection with our initial Business Combination, we are obligated to pay our expenses relating thereto, including the deferred underwriting

commission payable to our underwriter in an amount equal to 3.0% of the total gross proceeds raised in the offering, or $5,999,964, upon

consummation of our initial Business Combination.

Accounting Estimates

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

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

Accounting Standards

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

on our financial statements.

Flows and Working Capital

principal sources of liquidity have been cash generated from operating activities.

As of September 30, 2024 and December 31, 2023, it

had $49.1 million and $59.0 million, respectively, in Cash and cash equivalents, Restricted cash and Escrow money receivable.

cash equivalents, Restricted cash and Escrow money receivable include cash on hand and cash placed with banks or other financial institutions.

As of September 30, 2024 and December 31, 2023, Currenc had $0.04 million and $5.4 million, respectively, in restricted cash.

believes that its current cash and cash equivalents, proceeds from additional equity and debt financing and its anticipated cash flows

from operations will be sufficient to meet its anticipated cash needs, including its cash needs for working capital and capital expenditures,

for at least the next 12 months.

following table sets forth a summary of Currenc’ cash flows for the periods indicated:

For the nine-month period ended

September 30,

(dollars in thousands)

Net cash used in by operating activities

Net cash used in by investing activities

Net cash provided by/(used in) financing activities

Net decrease in cash and cash equivalents

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

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

had net cash used in operating activities of $11.7 million in the nine-month period ended September 30, 2024, mainly comprised of a net

loss of $11.3 million.

had net cash used in operating activities of $10.8 million in the period ended September 30, 2023, primarily attributable to the net

loss of $10.4 million.

cash used in investing activities amounted to $365,000 for the nine-month period ended September 30, 2024.

cash used in investing activities amounted to $174,000 for the period ended September 30, 2023.

cash provided by financing activities amounted to $2.2 million in the nine-month period ended September 30, 2024, mainly comprised of

proceeds from issuance of convertible bond of $1.75 million.

cash used by financing activities amounted to $148,000 in the period ended September 30, 2023.

capital expenditures are incurred primarily in connection with computer hardware and software.

Its capital expenditures were $1.8 million

and $0.2 million for the nine-month period ended September 30, 2024 and 2023, respectively.

following table sets forth Currenc’ contractual obligations as of September 30, 2024:

Payment Due by Period

(dollars in thousands)

Operating lease commitments (1)

Convertible note

Convertible bonds

Total contractual obligations

Total interest payments (2)

Total contractual cash obligations

leased certain office and shop premises and computer peripherals under non-cancellable operating leases expiring in 2024.

under operating leases are expensed on a straight-line basis over the periods of the respective leases.

payments are based on the existing borrowings and convertible bonds held by the consolidated subsidiaries.

It is assumed that no

further refinancing of existing loans takes place.

Sheet Commitments and Arrangements

was not a party to any financial guarantees or other commitments to guarantee the payment obligations of any third parties during 2023,

and the nine months ended September 30, 2024.

It has not entered into any derivative contracts that are indexed to its shares

and classified as shareholder’s equity or that are not reflected in its consolidated financial statements.

Furthermore, it does

not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market

risk support to such entity.

Currenc does not have any variable interest in any unconsolidated entity that provides financing, liquidity,

market risk or credit support to it or engages in leasing, hedging or product development services with it.

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.

Control Over Financial Reporting

Prior to the Business Combination, Seamless was a private company with limited accounting personnel and other resources with which to address its internal control and

procedures over financial reporting.

As a company with less than $1.235 billion in revenue for its last fiscal year, Currenc

qualifies as an “emerging growth company” pursuant to the JOBS Act.

An emerging growth company may take advantage of

specified reduced reporting and other requirements that are otherwise applicable generally to public companies.

These provisions

include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of

the emerging growth company’s internal control over financial reporting.

Accounting Policies and Estimates

prepares its consolidated financial statements in accordance with U.S.

In doing so, it has to make estimates and assumptions that

affect its reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities.

To the extent that there are material differences between these estimates and actual results, Currenc’ financial condition or operating

results and margins would be affected.

Currenc bases its estimates on past experience and other assumptions that it believes are reasonable

under the circumstances, and it evaluates these estimates on an ongoing basis.

The following is a discussion of the accounting policies

we apply that are considered to involve a higher degree of judgment in their application.

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.

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 in the Company’s consolidated financial statements) 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.

The Company 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 its performance obligation, which is upon delivery

of the goods to 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.

Goodwill represents the excess of the purchase

price over the estimated fair value of net tangible and identifiable intangible assets acquired in a business combination.

performs goodwill impairment test on annual basis and more frequently upon the occurrence of certain events as defined by ASC 350.

is impaired when the carrying value of the reporting units exceeds its fair value.

The Company first assesses qualitative factors to determine

whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying

Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying

amount, the quantitative impairment test is performed.

The Company estimates the fair value of the reporting

unit using a discounted cash flow approach.

Significant management judgment and estimation are involved in forecasting the amount and

timing of expected future cash flows and the underlying assumptions used in the discounted cash flow approach to determine the fair value

of the reporting unit.

As the fair values of the reporting units is not less than carrying amount, no impairment was recorded for the

period ended September 30, 2024 and year ended December 31, 2023.

Growth Company and Smaller Reporting Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

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

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated

financial statements.

Quantitative and Qualitative Disclosures About Market Risk.

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Item 2. Management’s Discussion and Analysis