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Item 1. Business

2025-04-14 compared with 2024-03-27 · 1433 added, 862 removed, 1 unchanged (100% of the section changed)

are a blank check company incorporated on March 8, 2021 as a Cayman Islands exempted company (the “Company”) having its principal

place of business based in the United States whose business purpose is to effect a business combination with one or more businesses,

which we refer to throughout this Annual Report as our initial business combination.

sponsor is InFinT Capital LLC (together with its affiliates, “InFinT Capital” or “Sponsor”), a United States

based sponsor group with extensive investment, operating and innovating experience in financial services and technology.

focus on private businesses where we believe InFinT Capital’s background and experience, with our assistance, can execute a plan

to create value for our shareholders in the public markets.

we may pursue an acquisition opportunity in any business, industry, sector or geographical location, if the proposed business

combination with Seamless is not completed, we intend to focus our search on a target that aligns with the background and experience

of Sponsor in the financial services and technology sector.

Within financial services and technology, we expect to focus primarily

on companies serving five sub-sectors:

Banking & Payments, Capital Markets, Data & Analytics, Insurance and Investment

We seek financial technology companies in these sub-sectors that exhibit infrastructure-like characteristics and are

strategically important to their customers and are also able to rapidly generate attractive risk-adjusted returns for shareholders.

Furthermore, we believe that Sponsor’s fully integrated platform of investment expertise, industry perspective and skillset,

and technological and innovation capabilities could radically change the trajectory of such companies.

November 23, 2021, the Company consummated an initial public offering (the “IPO,” or the “Initial Public

Offering”) of 17,391,200 units at $10.00 per unit (the “Units” and, with respect to the ordinary shares included

in the Units, the “Public Shares”) and the sale of 7,032,580 warrants (each, a “Private Warrant” and

collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to the Sponsor that

closed simultaneously with the closing of the IPO (the “Private Placement”).

Each Unit consists of one Class A ordinary

share, $0.0001 par value per share, and one-half of one warrant (each, a “Public Warrant” and collectively, the

“Public Warrants”), with each whole warrant entitling the holder to purchase one ordinary share at a price of $11.50 per

The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $173,912,000.

The Company has

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

On November 23, 2021, the underwriters exercised their

over-allotment option in full, according to which the Company 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, the Company generated total gross proceeds of $207,795,642 from the IPO and the Private Placement, of which

the Company raised $199,998,880 in the IPO, $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 IPO.

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.

Business Combination

On 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”).

The closing of the

Business Combination (the “Closing”) is subject to customary conditions of the respective parties, including the approval

of the Business Combination by the Company’s shareholders.

Support Agreement

with the execution of the Business Combination Agreement, the Company, the holders of Seamless’ shares (“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 transactions, (c) not transfer their respective Seamless shares and (d) terminate the Seamless’ shareholders’

agreement at or prior to Closing.

Support Agreement

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

pursuant to which, among other things, Sponsor agreed to (a) vote at the Company’s shareholders’ meeting in favor of the

Business Combination Agreement and the Proposed Transactions (as defined below), (b) abstain from redeeming any Sponsor founder shares

in connection with the Proposed Transactions (as defined below), and (c) waive certain anti-dilution provisions contained in the Charter

(as defined below).

Rights Agreement

the Closing, 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 (as defined therein) held by

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

to certain requirements and customary conditions.

the Closing, 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, the New INFINT Ordinary Shares (as defined therein) 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.

Business Combination, the Business Combination Agreement, as amended, the Shareholder Support Agreement, the Sponsor Support

Agreement, the Registration Rights Agreement and the Lock-Up Agreement are more fully described in Note 1 and Note 6 to the

financial statements included in Item 8 of this Annual Report.

A copy (or form) of each of the foregoing agreements was included as

an exhibit to the Current Report on Form 8-K filed with the SEC on August 9, 2022 and is also filed as an exhibit to this Annual

specifically stated, this Annual Report does not give effect to Business Combination and does not contain the risks associated with the

Business Combination.

Such risks and effects relating to the Business Combination are more fully disclosed in our preliminary prospectus/proxy

statement included in a Registration Statement on Form S-4, filed with the SEC on September 30, 2022 and amended on December 1, 2022,

February 13, 2023, April 18, 2023, June 9, 2023, August 11, 2023, and December 7, 2023.

accordance with the provisions of the Amended and Restated Memorandum and Articles of Association of the Company (the “Charter”)

and the Business Combination Agreement, 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 a business combination from November

23, 2022 to February 23, 2023.

February 14, 2023, the Company’s shareholders approved an amendment to the Charter (the “First Extension

The First Extension Amendment extended the date by which the Company must consummate its initial business

combination (the “First Extension”) from February 23, 2023, upon additional funds being deposited into the

Company’s Trust Account to August 23, 2023, or such earlier date as determined by the Company’s board of directors (the

“Board”and such date, as may be further extended by vote of the Company’s shareholders, the “First Extended

In connection with the shareholder vote to approve the First Extension Amendment, the holders of 10,415,452 Class A

ordinary shares property 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

August 18, 2023, the Company’s shareholders approved an amendment to the Charter to extend the date by which it has to

consummate a Business Combination (the “Second Extension”) from August 23, 2023 to February 23, 2024, or such earlier

date as determined by the Board (such date, as may be further extended by vote of the Company’s shareholders, the “Second Extended Date”).

In connection with the votes to approve the Second Extension,

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

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.

In 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.

Company was founded by our Sponsor, which was founded by a talented group of financial services and technology industry experts who have

led or been involved in investments or M&A transactions in the financial technology & services, insurance, and info/tech services

We believe the background and experience of our Sponsor members will allow us to source, identify and execute an attractive

transaction for our shareholders.

Sponsor represents a tightly knit team of industry executives with extensive investment, operating and innovating experience in financial

The holistic combination of these three capabilities provides Sponsor with a differentiated playbook providing a competitive

advantage across the investment life cycle, positioning it as the partner-of-choice to founders, management teams and vendors of target

portfolio companies, and their customers alike.

Company is led by Alexander Edgarov, Chief Executive Officer and a member of our Board, our Board member (and founder of our Sponsor)

Kevin Chen, our Chairman of the Board Eric Weinstein, and Sheldon Brickman, our Chief Financial Officer, who are supported by our team

as well as our directors, as further described below.

Edgarov has served as our Chief Executive Officer and as a member of our Board since March 2021.

Edgarov is a sponsor investor of,

and since November 2020 has served as a senior advisor to Edoc Acquisition Corporation, (NASDAQ:

ADOC), a healthcare special purpose

acquisition company.

From 2016 to 2018, he was a venture partner with New Margin Capital, a leading venture capital fund in China.

Edgarov has served as a Principal at Sapta Group Corp since 2014.

Earlier in his career, Mr.

Edgarov served as a global account executive

for a leading international supply chain company, where he oversaw multiple teams across the globe and worked with Fortune 100 companies

overseeing multi-million dollar accounts in the fields of automotive, fashion and technology.

He is an investor and advisor to a wide-range

portfolio of clients including companies, alternative investment funds, venture capital funds, and family offices with a focus on both

public and private markets in the United States and China.

Edgarov is an expert in building multi-level connections between business

people and companies from China, the United States and Israel in the areas of venture capital, entertainment and technology.

on his extensive international network of contacts and partners, Mr.

Edgarov provides strategic and tactical guidance, analysis and introduction

services to companies and individuals who need to gain deeper understanding of local markets and seek to form partnerships and pursue

opportunities with aligned partners who are leaders in their fields.

Edgarov completed his undergraduate degree in Economics and Business and received his Bachelors of Art from the Ben-Gurion University

of the Negev in Israel.

He graduated summa cum laude from the Master of Arts program in International Affairs at the City College of

believe that Mr.

Edgarov’s qualifications to serve on our Board include his extensive financial services leadership positions and

entrepreneurial experience.

Brickman has served as our Chief Financial Officer since March 2021.

Brickman is the President of Rockshore Advisors LLC, which he

founded in May of 2013.

providing a range of advisory services, including traditional mergers & acquisitions services, due diligence,

valuations and strategic consulting.

Rockshore Advisors, LLC is particularly focused on advising investors in the insurance and healthcare

Brickman, who received his Bachelor of Science in Accounting from Brooklyn College, brings over 25 years of M&A advisory

and business development experience.

He has worked for numerous multibillion dollar insurance carriers, including assignments for companies

as AIG, Aetna and National General.

Brickman has assisted international companies in the UAE, UK, Asia and Latin America, and advised

regional insurance carriers on their business.

Brickman’s experience covers the property casualty and life/health markets,

including work with insurance carriers, managing general agencies, wholesalers, retailers and third party administrators.

Head of International M&A and Business Development for Aetna International from March of 2012 through April of 2013.

previously worked at AIG for more than 17 years in various executive level M&A and business development positions around the world

where he was responsible for buying and selling numerous businesses on behalf of the company.

Before joining AIG, Mr.

Brickman spent

four years at Hanwa Company LTD, a Japanese investment Company, and three years at the international accounting firm of Deloitte &

believe that Mr.

Brickman’s qualifications to serve on our Board include his substantial experience as a financial technology executive

and entrepreneur, having held senior leadership positions in large corporations and having founded an industry-leading global financial

services and consulting firm.

Weinstein is the Chairman of the Board and is one of the Company’s independent directors.

Weinstein serves as an Investment Manager at Eastmore Group

since February 2018 where his responsibilities as a managing director include screening and overseeing investments.

He has previously

served as a Managing Director at Neuberger Berman from May 2009 to January 2018 where he was also the Chairman of Hedge Fund Solutions

and a member of the Investment Risk Committee and Alternatives Investment Committee.

Weinstein has over 30 years of experience at

global financial services firms that include Neuberger Berman, Lehman Brothers Holdings Inc., Swiss Bank Corporation, and Morgan Stanley.

At Lehman Brothers, Mr.

Weinstein acted as a Chief Investment Officer of Lehman Brothers Alternative Investment Management and oversaw

a pool of capital that exceeded $5 billion U.S.

He has served as the co-manager of a private equity investment start-up which

was focused on providing seed capital to start up investment firms.

He has also served as a director to a number of investment funds.

Weinstein has global experience managing investments and servicing clients in North America, South America, Europe, Asia, and Oceania.

In the 1990s, Mr.

Weinstein managed a team of derivative analysts in Hong Kong (Swiss Bank), and he visited Beijing and Hong Kong on

a regular basis to meet with then-existing and then-potential clients when working with Lehman Brothers and then Neuberger until 2015.

Weinstein currently serves as Investment Manager for the Eastmore Group, which makes minority investments in companies that have

assets in China, however Mr.

Weinstein has never advised on any such investments.

Weinstein received his MBA from the Wharton School

at the University of Pennsylvania and a Bachelor of Arts in economics from Brandeis University.

believe that Mr.

Weinstein’s qualifications to serve on our Board include his substantial experience as a financial executive,

having held senior leadership positions in large financial institutions.

Moradzadeh is a member of the Board and is one of the Company’s independent directors.

Michael Moradzadeh is a Founding Partner and the Chief Executive Officer

of Rimon PC, and its affiliate NovaLaw, Inc.

He has served and managed the firm in these capacities from its incipience in 2008.

Moradzadeh’s legal practice focuses on technology company representation and international transactions.

He represents both companies

and investors in investment rounds and stock sales.

He has worked on deals ranging from small angel investments to representing a private

equity firm in a $6 billion acquisition.

He is also heavily involved in secondary markets of private stock, representing sellers of restricted

stock in Facebook, Twitter, Zynga, SolarCity, Dropbox, Bloom Energy, Gilt Groupe, Etsy and other pre-IPO companies.

Internationally,

Moradzadeh represented Bain Capital and Morgan Stanley in their international investment funds and has worked with foreign counsel

in 130 jurisdictions on several international securities deals.

Moradzadeh has presented on innovations in law firm management and

business models at Harvard Law School, Stanford Law School, UC Berkeley Law School, and UC Hastings College of the Law.

has also presented to the board of directors of global law firms to help them innovate their own structures.

Moradzadeh’s innovations

with Rimon have received awards from the Financial Times and the American Bar Association Journal and have appeared in a wide array of

international publications, including the Economist, the Atlantic, the Wall Street Journal, Harvard Business Review, the American Lawyer

Magazine, the National Law Journal, American Bar Association Magazine, the National Post, Bloomberg, Law & More, Legal Management

Magazine, the San Francisco and Los Angeles Daily Journals, the San Francisco Business Times, the Silicon Valley Business Journal, American

Lawyer’s Law Technology News, Law 360, and eLawyering.

Moradzadeh received his Bachelor of Arts in from the University of California,

Berkeley, and his Juris Doctor degree from Columbia Law School in New York.

believe that Mr.

Moradzadeh’s qualifications to serve on our Board include his unique legal, business and management experience

with a focus on the financial technology industry, along with his extensive private company experience.

Cameron is a member of the Board and is one of the Company’s independent directors.

Cameron is a strategic, C-level data security

and risk management executive who drives enterprise profitability and protects stakeholders by securing information assets, managing

cyber risk, and enabling business strategies.

From April of 2017 to September of 2020, Mr.

Cameron acted as Senior Vice President

and Chief Security Officer for US, UK, and France-based operations of AXA XL, a multi-line global insurance and reinsurance

companies and was accountable for driving cultural and organizational change throughout the entities and implementing a sustainable

cost effective information security practice.

As a key advisor, Mr.

Cameron’s duties included global management

responsibilities covering cyber security, business continuity management and physical security as well as global responsibility for

the overall information risk management programs, including the company’s information risk and security strategies, tactics,

planning, governance, architecture, and operations.

At XL Global Services, Inc., another insurance and reinsurance company, he

served as Senior Vice President, Chief Information Security Officer, and VP of Information Risk from 2002 through April of 2017.

XL Global Services, he had global responsibility for overall Information Risk Management program, including the company’s

information risk and security strategies, tactics, planning, governance, architecture, and operations.

Cameron is an expert at

navigating the complex global regulatory environment (General Data Protection Regulation (“GDPR”), Health Insurance

Portability and Accountability Act of 1996 (“HIPAA”), New York State Department of Financial Services

(“NYDFS”), International Traffic in Arms Regulations( “ITAR”)) and US regulatory regime as it pertains to

the Committee on Foreign Investment in the United States (the “CFIUS”).

As a firm believer in security for both

individuals and enterprises, Mr.

Cameron achieved an “All Star” designation from Risk and Insurance magazine for his

ongoing peer recognition in security awareness and education.

One of these unique initiatives raised over $10,000 for Medicine Sans

As an active member of various global security consortiums including the FS-ISAC and the European-based Information

Security Forum (“ISF”), he participated in thought leadership efforts to create a global information security culture.

Additionally, he continuously participates in round table and panel discussions at international conferences to further entrench the

security mindset and awareness.

Cameron holds and maintains a Certified Information Systems Security Professional

(“CISSP”) designation and an Associates in Business from the University of Phoenix.

believe that Mr.

Cameron’s qualifications to serve on our Board include his substantial experience in risk management, along with

his extensive experience in senior management.

Cameron has over 20 years of combined experience in Information Security, Physical

Security, Business Continuity Management and Regulatory Affairs.

Huang is a member of the Board and is one of the Company’s independent directors.

Huang currently serves as Global Life &

Health Chief Actuary for Gen Re, an American multinational property/casualty and life/health reinsurance company.

as Senior Vice President, Consumer Lines Strategy at Oscar Health, Inc.

OSCR), a technology-driven health insurance company

dedicated to creating a better healthcare experience for members with inclusive products and services from November 2021 to October

She served as Senior Vice President, Head of Individual Business, at Oscar Health, Inc.

from October 2020 to Nov 2021 and

Senior Vice President, Commercial Finance, at Oscar Health, Inc.

from February 2020 to October 2020.

Huang has prior experience

at the multinational fintech giant Ant Group, where she acted as President and Chief Executive Officer of Ant Technologies US and

Head of Intelligent Product and Services at Ant Financial from October 2017 to June 2019, focusing on inclusive financial service

innovation and partnership.

Prior to joining Ant Financial, Ms.

Huang was Senior Managing Director, Global Treasury from April 2016

to September 2017 at AIG, a multi-line global insurer, responsible for group capital assessment including rating agency and Basel

requirements, engagement in the development of IAIS Insurance Capital Standards, and various regulatory requirements with domestic

and international regulators.

Huang also worked as a Managing Director, Global Actuarial from January 2011 to March

2014, and Senior Managing Director, Global Head of Insurance Company Capital and Asset Liability Management from March 2014 to April

Huang was an adjunct faculty member of Columbia University’s Masters of Science program, Enterprise Risk Management.

She holds a Bachelor of Science degree in Physics from Fudan University and a Ph.D.

in Computational Biology from New York

believe that Ms.

Huang’s qualifications to serve on our Board include her extensive experience in M&A, insurance,

financial and risk management, regulatory engagement in global settings, and global experience in product development and

go-to-market on financial service innovation.

Huang is a Fellow of the Society of Actuaries, and a member of the American

Academy of Actuaries.

Novikov is a member of the Board and is one of the Company’s independent directors.

Novikov has since June of 2019 acted as Chief

Executive Officer of Cardpay Mexico SAPI de CV, a Europe-based provider of physical and virtual payment services in Mexico.

company offers a wide range of services and a global merchant acquirer on a mission to enable fast, convenient, and secure payments

for the businesses worldwide.

Meanwhile, since November of 2019, he acts as Chief Financial Officer of Yunhong International

ZGYH), a Cayman Islands special purpose acquisition companies (“SPACs”).

Since 2014, Mr.

Novikov serves as a

member of the board of directors of Innovative Payment Solutions, Inc.

IPSI), a US-based provider of physical and virtual

payment services in Mexico.

From 2008 to 2014, Mr.

Novikov served as Vice President of QIWI PLC (NASDAQ:

QIWI) and was primarily

responsible for international business development and merger and acquisition transactions.

From 1999 to 2007, Mr.

Novikov served as

the Deputy Director General of Bela Catarina Ltd., a Portuguese-Russian trading and manufacturing company.

His responsibilities

included negotiating with customers and partners in foreign countries, organizing the marketing events in Russia and Belarus, and

implementing new sales analysis methods for business development and expansion.

From 1996 to 1999, Mr.

Novikov founded and managed

Kvalitet Ltd., a trade company where he was involved in business development and implementation of innovative sales technology.

received an undergraduate degree from Moscow State Technological University Stankin.

believe that Mr.

Novikov’s qualifications to serve on our Board include his leadership roles and financial expertise.

has extensive experience and managerial skills in the international trade, FinTech, e-commerce, and financial industries.

Chen is a member of the Board and a co-founder of our Sponsor.

Chen is Chairman and Chief Executive Officer of Edoc Acquisition

Corporation (NASDAQ:

ADOC), a SPAC focused on businesses in the North American and Asian-Pacific healthcare and healthcare provider

sectors, since August of 2020.

Chen also has since February of 2019 served as a member of the board of directors of Horizon

Global Access Fund, a segregate, Cayman Islands-based, portfolio of Flagship Healthcare Properties Fund, which is a leading U.S.

Healthcare REIT.

Chen has also acted as Chief Investment Officer and Chief Economist of Horizon Financial, a New York-based

investment management firm that offers cross-border solutions for global clients, with a specialty in investment in U.S.

facilities, since January of 2018.

He is responsible for advising clients investing in healthcare facilities in the United States.

In addition, Mr.

Chen currently serves as a Manager of ACM Macro LLC, a registered investment advisor and affiliated entity of

Horizon Financial Advisors LLC.

He took this position in June 2017.

From 2013 to 2017, Mr.

Chen managed portfolios at several

investment firms that were not registered with the Financial Industry Regulatory Authority (the “FINRA”).

of 2017 to June 2017, Mr.

Chen acted as Chief Strategist at Hywin Capital Management, LLC.

Chen was the Chief Investment Officer

at Three Mountain Capital Management LP from August of 2013 until January of 2017.

He has extensive experience with and has

cultivated a broad network in investment management, particularly in the context of healthcare facilities.

In his extensive business

experience, Mr.

Chen held essential positions such as co-founder and vice-chairman of the Absolute Return Investment Management

Association of China, director of asset allocation at Morgan Stanley from August 2004 to August 2008, and manager at China

Development Bank from September 1998 to August 2000.

Chen has been a guest speaker at Harvard University, Fordham University,

Pace University, and IESE Business School.

He is a former member of the Adjunct Advisory Committee and former Interim Head of the

Private Sector Concentration program of Master of Science in Global Affairs, New York University, and has been an adjunct professor

in the Center for Global Affairs there since 2012.

He received his PhD in Finance from the Financial Asset Management Engineering

Center at University of Lausanne, Switzerland, an MBA in Finance from the Center for Economic Research, Tilburg University in the

Netherlands, and a B.A.

in Economics from the Renmin University of China in Beijing, China.

believe that Mr.

Chen’s qualifications to serve on our Board include his substantial experience in finance, along with his extensive

experience in senior management.

business strategy is to identify and consummate an initial business combination with a target that can benefit from the investment, operating

and innovating experience of our management team.

Specifically, we focus on opportunities where we can efficiently enact our proven and

replicable value creation strategy, centered around five key pillars (Strategy and M&A, Sales and Marketing, Product Development

and Innovation, Operational Improvements, Talent).

we may pursue targets in any industry, we are focused on making investments in growth equity and buyout transactions in respect of which

we can exercise control and/or significant influence focused on financial technology, generally headquartered in North America, Asia,

Latin America, Europe and Israel, provided, however, that we have no intention of ever conducting our principal operations in, or acquiring

any business that is based in, or which does business in, China or Hong Kong or which uses, or may use, a variable interest entity structure

to conduct China-based operations.

Specifically,

we intend to pursue targets serving five main sub-sectors:

Banking & Payments, Capital Markets, Data & Analytics, Insurance and

Investment Management.

We seek financial technology companies in these sub-sectors that exhibit infrastructure-like characteristics and

are strategically important to their customers.

As such, these businesses tend to have attractive business models, high recurring revenues,

stable earnings, predictable cash flows, and can generate attractive risk-adjusted returns for shareholders.

selection process will leverage our management’s and our Sponsor’s extensive relationship network, deep and specialized operational

experiences and proven deal sourcing capabilities to access proprietary acquisition opportunities.

believe that our management team and Sponsor team’s track record of identifying and sourcing transactions positions us well to

appropriately evaluate potential business combinations and select one that will be well received by the public markets.

process will leverage the extensive networks of our Sponsor and our management team, which we believe should provide us with a number

of business combination opportunities.

with our strategy, we have identified the following general criteria and guidelines, which we believe are essential in evaluating prospective

target businesses.

We will use these guidelines to evaluate acquisition opportunities, including the proposed business combination, although

if the proposed business combination with Seamless is not completed, we may decide to enter into our initial business combination with

a target business that does not meet these criteria and guidelines.

We intend to acquire one or more businesses that we believe:

our management’s and our Sponsor’s extensive network of relationships, which enables access to proprietary and advantaged

from our Sponsor’s investment expertise, industry perspective and skillset, and technological and innovation capabilities;

strategically important infrastructure and business services to its customers, and thus has a defensible market position with high

barriers to entry against new potential market entrants;

a history of strong operating and financial results, and strong fundamentals, which can be improved further under our ownership;

prepared to be a public company and will benefit from having a public currency in order to enhance its ability to pursue accretive

acquisitions, high-return product development and innovation, and/or strengthen its balance sheet;

offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved

capital structure that will be weighed against any identified downside risks;

attractive business fundamentals.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be

based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management

may deem relevant.

In the event that we decide to enter into our initial business combination with a target business that does not meet

the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications

related to our initial business combination, which, as discussed in this Annual Report, would be in the form of tender offer documents

or proxy solicitation materials that we would file with the SEC.

Acquisition Process

evaluating a prospective target business, as was the case with Seamless, we expect to conduct a thorough due diligence review which will

encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well

as a review of financial, operational, legal and other information which will be made available to us.

In addition, we have agreed not

to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.

of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following the IPO, and, accordingly,

may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate

our initial business combination.

Our officers and directors may also have conflicts of interest with other entities to which they owe

fiduciary or contractual obligations with respect to initial business combination opportunities.

Further, each of our officers and directors

may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such

officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations

to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for

an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual

obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect

our ability to complete our initial business combination.

Our Charter provides that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to

refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce

any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be

a corporate opportunity for any director or officer any director or officer, on the one hand, and us, on the other.

Business Combination

accordance with the rules of NYSE, our initial business combination must occur with one or more target businesses that together have

an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting

discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of our signing a definitive agreement

in connection with our initial business combination.

We refer to this as the 80% of net assets test.

If our Board is not able to independently

determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking

firm or another independent entity that commonly renders valuation opinions with respect to satisfaction of such criteria.

provide a summary of any such opinion or report to shareholders in connection with any vote on an initial business combination in our

proxy materials or tender offer documents, as applicable, related to our initial business combination in accordance with Section 1015(b)

of Regulation S-K.

We will also need to obtain the approval of a majority of our disinterested independent directors.

We do not intend

to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

Subject to this requirement,

our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although

we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal

anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares

will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial

business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target

business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or

for other reasons, but we will only complete such business combination if the post-transaction 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.

Even if the post-transaction company owns or acquires

50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority

interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding

capital stock, shares or other equity interests of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business

combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.

than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,

the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.

If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of

all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender

offer or for seeking shareholder approval, as applicable.

the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages

of development or growth, we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor

to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant

risk factors.

are a Cayman Islands exempted company having its principal place of based in the United States.

Exempted companies are Cayman Islands

companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of

the Companies Act.

As an exempted company, we have obtained a tax exemption undertaking from the Cayman Islands government that, in accordance

with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking,

no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to

us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature

of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way

of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders

or a payment of principal or interest or other sums due under a debenture or other obligation of us.

are 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”).

As such, we are eligible to 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 of 2002 (the “Sarbanes-Oxley

Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions

from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute

payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading

market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides

that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of

the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can

delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take

advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to

be a large accelerated filer, which means 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”) held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which

we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

References herein to “emerging

growth company” will have the meaning associated with it in the JOBS Act.

Additionally,

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

reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years

of audited financial statements.

We will remain a smaller reporting company until the last day of any fiscal year for so long as either

(1) the Market Value of our ordinary shares held by non-affiliates does not equal or exceed $250 million as of the prior June 30, or

(2) our annual revenues did not equal or exceed $100 million during such completed fiscal year and the Market Value of our ordinary shares

held by non-affiliates did not equal or exceed $700 million as of the prior June 30.

To the extent we take advantage of such reduced

disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

as a Public Company

believe our structure will make us an attractive business combination partner to target businesses.

As an existing public company, we

offer a target business an alternative to the traditional initial public offering through a merger or other business combination with

In a business combination transaction with us, the owners of the target business may, for example, exchange their stock, shares or

other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination

of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target

businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public

The typical initial public offering process takes a significantly longer period of time than the typical business combination

transaction process, and there are significant expenses, market and other uncertainties in the initial public offering process, including

underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with

a business combination with us.

once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public

offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could

delay or prevent the offering from occurring or could have negative valuation consequences.

Following an initial business combination,

we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent

with shareholders’ interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further

benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential

target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder

approval of any proposed initial business combination, negatively.

funds available for a business combination in the amount of approximately $47.97 million after payment of $5,999,964 of deferred underwriting

fees and payment of an aggregate redemption amount of approximately $30.26 million as a result of the approval of the Third Extension,

we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential

growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are able to complete

our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility

to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs

However, we have not taken any steps to secure third party financing and there can be no assurance it will be available

Our Initial Business Combination

intend to effectuate our initial business combination using cash from the proceeds of the IPO and the private placement of the private

placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase

agreements or backstop agreements we may enter into following the consummation of the IPO or otherwise), shares issued to the owners

of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

We may seek to complete

our initial business combination with a company or business that may be financially unstable or in its early stages of development or

growth, which would subject us to the numerous risks inherent in such companies and businesses.

our initial business combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account

are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A

ordinary shares, we may use the balance of the cash released to us from the Trust Account following the closing for general corporate

purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest

due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

have entered into the Business Combination Agreement with Seamless.

While we may pursue an initial business combination target in any

industry, we intend to focus our search on companies in the financial technology sector.

our management will assess the risks inherent in a particular target business with which we may combine, including Seamless, we cannot

assure you that this assessment will result in our identifying all risks that a target business may encounter.

Furthermore, some of those

risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely

affect a target business.

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial

business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the

amounts held in the Trust Account.

In addition, we intend to target businesses with enterprise values that are greater than we could

acquire with the net proceeds of the IPO and the sale of the private placement warrants, and, as a result, if the cash portion of the

purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by public shareholders,

we may be required to seek additional financing to complete such proposed initial business combination.

Subject to compliance with applicable

securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination.

In the case of an initial business combination funded with assets other than the Trust Account assets, our proxy materials or tender

offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we

would seek shareholder approval of such financing.

There is no limitation on our ability to raise funds through the issuance of equity

or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including

pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the IPO.

At this time, we

are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale

of securities or otherwise.

Neither our Sponsor nor any of our officers, directors or shareholders is required to provide any financing

to us in connection with or after our initial business combination.

of Target Businesses

anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers

and private investment funds.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited

by us through calls or mailings.

These sources may also introduce us to target businesses in which they think we may be interested on

an unsolicited basis, since many of these sources will have read this Annual Report and know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become

aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending

trade shows or conventions.

In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise

necessarily be available to us as a result of the track record and business relationships of our officers and directors.

not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on

any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting

fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage

a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be

available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our

best interest to pursue.

Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee

will be paid out of the funds held in the Trust Account.

In no event, however, will our Sponsor or any of our existing officers or directors,

or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior

to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type

of transaction that it is).

In addition, commencing on November 22, 2021, we have been paying our Sponsor or an affiliate thereof up

to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management

Any such payments prior to our initial business combination will be made from funds held outside the Trust Account.

the foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other

compensation paid by us to our Sponsor, officers or directors, or any affiliate of our Sponsor or officers prior to, or in connection

with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction

are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor,

officers or directors, or from completing the business combination through a joint venture or other form of shared ownership with our

Sponsor, officers or directors.

In the event we seek to complete our initial business combination with a business combination target

that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from

an independent investment banking firm or another independent entity that commonly renders valuation opinions, that such an initial business

combination is fair to our company from a financial point of view.

We will also provide a summary of any such opinion or report to shareholders

in connection with any vote on an initial business combination in our proxy materials or tender offer documents, as applicable, related

to our initial business combination in accordance with Section 1015(b) of Regulation S-K.

We are not required to obtain such an opinion

in any other context.

We will also need to obtain the approval of a majority of our disinterested independent directors.

of a Target Business and Structuring of Our Initial Business Combination

evaluating a prospective target business, as was the case with Seamless, we expect to conduct a due diligence review which may encompass,

among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection

of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available

If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business

combination transaction.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately

completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

of Business Diversification

an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely

on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with

multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business.

By completing our initial business combination with only a single entity, our lack of

diversification may:

us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the

particular industry in which we operate after our initial business combination;

us to depend on the marketing and sale of a single product or limited number of products or services.

Ability to Evaluate the Target’s Management Team

we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial

business combination with that business, our assessment of the target business’s management may not prove to be correct.

the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future

role of members of our management team, if any, in the target business cannot presently be stated with any certainty.

The determination

as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial

business combination.

While it is possible that one or more of our directors will remain associated in some capacity with us following

our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial

business combination.

Moreover, we cannot assure you that members of our management team will have significant experience or knowledge

relating to the operations of the particular target business.

cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business

a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,

knowledge or experience necessary to enhance the incumbent management.

Rights for Public Shareholders upon Completion of Our Initial Business Combination

will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion

of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on

the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding public

shares, subject to the limitations and on the conditions described herein.

The amount in the Trust Account is currently anticipated to

be $11.36 per public share.

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced

by the deferred underwriting commissions we will pay to the underwriter.

The redemption rights will include the requirement that a beneficial

holder must identify itself in order to validly redeem its shares.

Our Sponsor, certain advisor transferees, officers and directors and

EF Hutton as a holder of representative shares have entered into a letter agreement with us, pursuant to which they have agreed to waive

their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of

our initial business combination.

on Redemptions

Charter provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than

In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to

be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash

to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares

that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial

business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem

any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

We may, however, raise

funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial

business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation

of the IPO, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

identifying, evaluating and selecting a target business for our initial business combination, we have in the past and, if the proposed

business combination with Seamless is not completed, may in the future encounter competition from other entities having a business objective

similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies

and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying

and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess similar or greater financial,

technical, human and other resources than us.

Our ability to acquire larger target businesses will be limited by our available financial

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation

to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us

for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may

not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

currently have two officers:

Alexander Edgarov, Chief Executive Officer, and Sheldon Brickman, Chief Financial Officer.

These individuals

are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem

necessary to our affairs until we have completed our initial business combination.

The amount of time they will devote in any time period

will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination

process we are in.

We do not intend to have any full-time employees prior to the completion of our initial business combination.

corporate website address is www.infintspac.com.

The information contained on, or accessible through our corporate website or any other

website that we may maintain is not incorporated by reference into this Annual Report.

Reporting and Financial Information

have registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the

requirement that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act,

our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials

or tender offer documents sent to shareholders to assist them in assessing the target business.

In all likelihood, these financial statements

will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America

(“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”),

depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards

of the Public Company Accounting Oversight Board (the “PCAOB”).

These financial statement requirements may limit the pool

of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such

statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination

within the prescribed time frame.

We cannot assure you that any particular target business identified by us as a potential business combination

candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business

will be able to prepare its financial statements in accordance with the requirements outlined above.

To the extent that these requirements

cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential business combination

candidates, we do not believe that this limitation will be material.

are required to evaluate our internal control procedures over financial reporting for the fiscal year ended December 31, 2023 as required

by the Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify

as an emerging growth company, will we be required to have our internal control procedures audited.

A target business may not be in compliance

with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls

of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business

have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our units, Class A ordinary shares and public warrants

under Section 12 of the Exchange Act.

As a result, we are subject to the rules and regulations promulgated under the Exchange Act.

have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent

to the consummation of our initial business combination.

are a Cayman Islands exempted company having its principal place of business based in the United States.

Exempted companies are Cayman

Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions

of the Companies Act.

As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in

accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of

the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations

will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is

in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or

(ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders

or a payment of principal or interest or other sums due under a debenture or other obligation of us.

FACTORS SUMMARY

investment in our securities involves a high degree of risk.

The occurrence of one or more of the events or circumstances described in

the section entitled “Item 1A.

Risk Factors,” alone or in combination with other events or circumstances, may materially

adversely affect our business, financial condition and operating results.

In that event, the trading price of our securities could decline,

and you could lose all or part of your investment.

Such risks include, but are not limited to, the following:

are a recently incorporated company with no operating history and no revenues, and our shareholders have no basis on which to evaluate

our ability to achieve our business objective.

performance by our management team or their respective affiliates may not be indicative of future performance of an investment in

shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete

our initial business combination even though a majority of our shareholders do not support such a combination.

Their only opportunity

to effect the investment decision regarding a potential business combination may be limited to the exercise of their right to redeem

their shares from us for cash.

we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial

business combination, regardless of how our public shareholders vote.

ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business

combination targets, which may make it difficult for us to enter into a business combination with a target.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to

complete the most desirable business combination or optimize our capital structure.

requirement that we consummate an initial business combination prior to the Third Extended Date may give potential target businesses leverage over us in negotiating a business combination and may limit the time we

have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline,

which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially

adversely affected by the past and ongoing impacts of coronavirus (COVID-19) outbreak and the status of debt and equity markets.

we seek shareholder approval of our initial business combination, our initial shareholders, directors, executive officers, advisors

and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination

and reduce the public “float” of our Class A ordinary shares or public warrants.

NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our

securities and subject us to additional trading restrictions.

increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an

initial business combination.

the Company is deemed a “foreign person” under the regulations relating to CFIUS, its failure to obtain any required

approvals within the requisite time period may require us to liquidate.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us

to complete our initial business combination.

If we have not consummated our initial business combination within the required time

period, our public shareholders may receive only approximately $11.36 per public share, or less in certain circumstances, on the

liquidation of our Trust Account and our warrants will expire worthless.

the net proceeds of the IPO and the sale of the private placement warrants not being held in the Trust Account are insufficient to

allow us to operate the Third Extended Date, it could limit the amount available

to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will

depend on loans from our Sponsor, its affiliates or members of our management team to fund our search and to complete our initial

otherwise indicated or the context otherwise requires, references in this section to “Seamless,” “it,” or “their,”

generally refer to Seamless Group Inc.

prior to the Business Combination and to Currenc Group Inc.

after giving effect to the Business

Currenc Group Inc.

(the “Company”) is

a limited liability company incorporated in the Cayman Islands on March 8, 2021.

It is an investment holding company headquartered in

The 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.

The Company’s principal subsidiaries as of December

31, 2024, are set out below:

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

Dynamic (Asia)

Holdings Limited

Cayman Islands

Investment holding

Seamless AI Inc.

Investment holdings

Seamless Lab Limited

AI Data Center and system integration

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

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

Through 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 and GEA.

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.

Tranglo provides business-to-business (“B2B”) remittance

services for financial institutions and is considered as an 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.

Tranglo 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.

Tranglo is also a global airtime transfer hub, offering

cross-border airtime wholesale and transfer services.

As of December 31, 2024, Tranglo had more than 5,000 bank partners, 35

eWallets, 130,000 cash pick-up points, and 500 mobile operators that cover 150 countries and served more than 40 airtime corporate

As for the fiscal year ended December 31, 2024, Tranglo processed around 11.4 million transactions with a total

processing value of $5.14 billion, which represents a growth in volume by 3.6% and 13.2% in value as compared to 11 million

transactions, with a total processing value of $4.53 billion for the fiscal year ended December 31, 2023.

As for the fiscal year ended

December 31, 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 Vietnam.

The predominant portion of

Tranglo’s Hong Kong related revenue was derived from two customers, TNG Asia and GEA, which were divested by Currenc in August

and July 2024 respectively.

Based on the fiscal year ended December 31, 2024, operating results, post-Divestiture, the percentage of

revenue generated in Hong Kong and the PRC represented approximately 5.6% of Currenc’s total revenue.

WalletKu 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.

is 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’s business scope has been expanded to cover services for traveling,

gaming and education sectors as well as ticket sales for trains, buses and entertainment.

WalletKu airtime business covers a number

of major geographical areas within Indonesia, including Jakarta and Bandung.

WalletKu was incorporated on September 1, 2016, and was

acquired by Seamless in July 2018.

In March 2021, we disposed of a controlling interest in WalletKu.

In June 2022, we reacquired

sufficient interest in WalletKu to hold a controlling interest in it.

WalletKu served approximately 128,000 customers as of December

31, 2024, distributing airtime with a total value of $14.5 million for the fiscal year ended December 31, 2024.

Tranglo Remittance Business

Tranglo is a leading cross-border payment company

that delivers cutting edge remittance solutions globally, with a focus on Asia Pacific corridors.

Its proprietary technology ensures transactions

are processed reliably and near instantaneously, with sending and receiving support through a network of payment methods including bank/e-wallet

transfers and cash pickup points.

Tranglo was incorporated on March 10, 2008, and on November 5, 2018, Seamless acquired 60% controlling

stake of Tranglo.

Through advanced technological support, Tranglo offers

seamless integration and user-friendly solutions for its clients to remit money and telecom credit across borders for their customers.

The success of Tranglo’s business can be witnessed by the solid growth in corporate customer base from 156 as of December 31, 2018,

and 195 as of December 31, 2023 to 184 as of December 31, 2024.

For the years ended December 31, 2023, and 2024, Tranglo’s revenue

declined from $31.6 million to $28.4 million, respectively.

Tranglo’s revenue from the money remittance

business comes from the foreign exchange spread and a fixed transaction fee charged to every transaction it processes.

The foreign exchange

spread is derived from the spread differences between Tranglo’s cost of foreign currencies purchase and price of foreign currencies

sales to its customers.

The fixed transaction fees charged by Tranglo depend on the recipient countries, type of outlet and others.

reviews and revises its pricing policies in response to the changing costs of its payout agents, and also to ensure that Tranglo can maintain

its market competitiveness in the market.

Tranglo offers its cross-border payout services

through Tranglo Connect and Tranglo Business.

Tranglo Connect - cross-border payments for

financial businesses and payment providers

Tranglo provides cross-border payment services for

licensed financial institutions, payment gateways and money service businesses via Tranglo Connect, where Tranglo acts as a payment intermediary

and payment aggregator for its clients.

Tranglo has developed a single unified API that can be easily duplicated for all supported recipients’

jurisdictions and payout networks, and provide coverage to multiple sender channels, whether physical outlets or electronic or mobile

This enables Tranglo’s platform to scale to other regions with ease.

As of December 31, 2024, Tranglo Connect provides

24/7 real-time or same business day payout to more than 5,000 bank partners and other non-bank financial institution partners in multiple

jurisdictions.

Tranglo Business - cross-border payments for

non-financial institutions

Tranglo also provides cross-border payment services

for non-financial businesses of all sizes.

They include non-payment providers such as e-commerce traders, vendors with regional or international

suppliers and customers, travel agencies, and global freelancers or outsourcing companies.

Through Tranglo’s services, merchants

and retail customers enjoy the advantage of transferring funds to a large number of recipients on a single platform seamlessly.

e-commerce operators can send funds to their merchants and customers by placing the order on Tranglo’s platform, utilizing Tranglo’s

foreign exchange services to conduct cross-border business without worrying about currency conversion, complicated procedures and execution

Tranglo International Airtime Transfer Business

Tranglo has a strong foothold

in the global airtime transfer market, acting as a switching platform provider for telecom airtime transfer and wholesale reseller of

foreign airtime.

Its proprietary technology enables customers to request for a variety of recharge options, including support for both

pin and pinless airtime transfers.

Currently, Tranglo operates one of the biggest airtime transfer networks in the world, providing access

to over 500 mobile operators across 150 countries.

Airtime transfer also allows telecom users to transfer telecom credit to another telecom

In the years since Tranglo started providing airtime transfer in 2008, the industry has been overshadowed by the proliferation of

e-wallets and new forms of cross-border payments.

However, businesses continue purveying airtime as a supplementary product as it remains

relevant, especially in developing countries where there are large underbanked communities.

As of December 31, 2024, Tranglo’s

top three airtime corridors are Malaysia-Indonesia, Malaysia-Bangladesh and UAE-Indonesia, collectively accounting for 66.9% of its total

airtime transfers that year.

Tranglo Retail Airtime Business - Treatsup (Recharge

of telecom credit)

Other than the airtime wholesale

business, Tranglo also operates a retail airtime business through a mobile application called “Treatsup”.

Treatsup Sdn Bhd

is currently engaged in the provision of implementation and technical support services to the Treatsup mobile application who is also

the IP holder of the application.

Treatsup allows users to reload mobile and telecom credit for anyone, anytime, anywhere and it is currently

connected to more than 500 mobile service providers worldwide.

It also allows user to earn Treatsup points for each reload transaction

and rewards activities by discovering new and exciting offers.

Transfer Business

remittances are cross-border money transfers conducted over the internet mostly by the migrant population using digital transfer networks

like e-Wallets, easy-to-use mobile applications and others.

People living in Asian countries are increasingly engaging with counterparts

abroad for medical, business, education, entertainment, leisure and other activities.

In addition, there is a rapidly growing need for

remittance services for migrant workers sending money back to their homelands on a regular basis.

in general include fund transfers between residents and non-residents and earnings transfer from short-term workers from other countries

to their country of origin.

Remittances are often made on a regular or periodic basis and most users do not switch their fund transfer

provider frequently.

Digital remittances refer to those funds sent to other countries using digital transfer platforms other than bank

SWIFT systems.

Funds that are transferred domestically are usually not included in the digital remittances segment.

the past, traditionally, sending money across borders has been done through the bank SWIFT system.

bank SWIFT remittance systems enjoy the advantages of reliability and security, which is an important consideration for people and especially

corporations for sending large sums of money to other countries, and the wide coverage of the global network of SWIFT which covers almost

all countries.

However, there are many pain points in the bank SWIFT system.

First, the processing costs and expenses are high.

is particularly so for those remittance flows which involve small amounts of money, which are often done on a regular and frequent basis.

The relatively high fixed transaction fees charged by banks may constitute a larger proportion of the remittance money if the remittance

amount involved is small.

Second, the process is tedious and usually takes a few days for processing.

That may lead to frustration and

anxiety for the senders and receivers, especially when the recipient needs the money urgently.

Third, to receive funds through the SWIFT

system a recipient must have access to a bank account, which poses a serious problem for many residents of Southeast Asian countries

that have no bank accounts and have no access to banking services.

digital remittance, the fund transfer is conducted outside the bank SWIFT system.

Instead, it goes through a remittance hub like Tranglo,

which connects with participants like banks, e-Wallets or other remittance licensees by an application programming interface (“API”)

and web-based integration.

The participants fund transactions through the remittance hub by prepayment, depositing a tranche of funds

in a segregated bank account of the remittance agent in what is known in the industry as the prefunding process.

The remittance agent

connects with various payout agents in different countries using a similar integration through an API and web-based applications.

connection with a fund transfer using Tranglo as remittance hub, Tranglo serves as the remittance agent.

Upon the execution of a remittance

order by the user of a participant, the remittance agent will execute the order and render payout of the fund via a payout agent on a

real-time basis, deducting the amount of the transaction from the prefunded deposit of the participant.

As a result, instead of having

to wait for a few days as the sender sends the money via the banking system, the recipients can receive funds in the form of cash almost

instantly after the sender initiates the transfer by clicking a button on a digital remittance platform.

as the remittance agents connect not only with banks as their payout agents, but also with post offices, convenience shops or other cash

pick up points, the recipients are able to enjoy the luxury of choosing different modes for cashing out the money.

the past few years, the digital remittance industry has expanded its market reach beyond individual senders or migrant workers to include

corporations.

The demand by corporations to send or collect larger sums of money to and from other countries has been growing as globalization

continues its rapid pace.

Also, as e-Commerce and cross-border selling or purchasing of goods have grown rapidly in Southeast Asia, the

need of corporations to send or collect funds have increased.

Corporations are looking for more cost effective and efficient means for

cross-border money transfers, especially in Southeast Asian countries and other emerging markets.

Corporations are increasingly turning

to digital remittance platforms or institutions for conducting regular cross-border money transfers.

These corporations or eCommerce

platforms are not financial institutions and do not possess the required financial licenses for processing money or funds transfers.

The digital remittance industry has emerged to serve as a platform for these non-financial institutions to meet this demand.

digital remittance industry can provide an all-in-one platform for non-financial institutions to collect and distribute large numbers

of payments across different countries in a timely and highly cost-effective manner.

Online money transfer platforms also help manage

transfers of funds between organizations as well as between organizations and their customers.

These efficient, user-friendly platforms

allow users to have access to money transactions directly and execute the fund transfer process easier, allowing corporations to reduce

administrative costs.

increasing penetration of smartphones in emerging countries, the increasing number of cross-border transactions and the growing adoption

of mobile-based payment channels are expected to propel market growth.

Further, the increasing adoption of digital wallets is expected

to accentuate segment growth.

Digital wallets enable customers to transfer and track their funds from their digital wallet application,

and digital remittance services offer privacy and protection for consumers’ transactions and funds.

significant trend impacting digital remittance businesses is increasing regulation.

Regulations in the region apply not only banks but

extend the same measures to the money service operators to establish a strong focus on anti-money laundry and counter-terrorism financing

programs, cybersecurity and consumer protection.

Regulations also require money remittance providers, banks and other financial institutions

to develop systems to detect, monitor and prevent suspicious transactions by screening all of their transactions against a comprehensive

set of rules, and reporting exceptions to the authorities in a regular manner.

of confidence in the security and compliance of digital remittance services has hindered growth in the market in the past.

toward tightened regulations is expected to drive out less reputable service providers and enhance the overall image of the digital remittances

The strict regulations which subject digital remittance players to the same regulatory standards of banks should further increase

user confidence in these services, a critical requirement for adoption by financial institutions and corporations.

Sending money globally

through digital remittance platforms can now provide the same level of protection as banks, but at a lower cost and on a real-time basis.

Wider adoption by financial institutions and corporations is important for the growth of the digital remittance industry as a whole.

statistics on Digital Remittance – Worldwide ( source - statista)

transaction value is projected to reach $273.49 billion in 2025.

value is expected to show an annual growth rate (CAGR 2025-2029) of 3.94% resulting in a projected total annual transaction value

of $319.15 billion by 2029.

number of annual users is expected to reach 18.83 million by 2029.

average transaction value per user is expected to amount to $16,260 in 2025.

There are two main modes that users use to send and receive airtime credit-pin-based transactions

and pinless transfers.

transfer is the traditional mode of transfer.

Utilizing physical reload cards that can be scratched to reveal a string of numbers (a

pin), a user will need to key in these numbers into an SMS or USSD menu to reload airtime.

These single-use reload cards are available

physically and electronically.

They are further divided into single- or multi-country pins.

A single-country pin allows a sender to make

a top-up to any operator of a single country, while multi-country pin allows a sender to make a one-time top-up to any one operator in

a few designated countries.

airtime transfer uses an API to provide real-time airtime top-ups.

This direct integration allows telcos to conveniently offer multiple

top-up services in different top-up denominations to their customers.

airtime transfer business faces a number of challenges:

- System loopholes can be exploited and pin-based reload cards may be subject to theft, leading to significant loss of value.

this end, many top-up providers have migrated to pinless transfer solutions for better security.

security - Mobile numbers can also be misused by unscrupulous traders and sellers, subjecting users to harassment in the form of

unsolicited calls and spam messages.

A recent development that seeks to address this problem lies in the form of a tokenization system,

where sensitive data is replaced with a unique string of numbers that cannot be compromised.

roaming market - According to Juniper Research, roaming revenues accounted for under 7% ($50.6 billion) of total operator revenues

But new data roaming services like Roam-Like-Home and Wi-Fi calling allow users to use their home numbers without needing to

seek foreign airtime top-ups, lowering demand.

Airtime Business in Indonesia

traditional telecommunication industry in Indonesia as of 2019 is a lucrative business, with more than 341.3 million users registered

by the incumbent phone networks, exceeding the population in Indonesia of 270.6 million.

Approximately 331.9 million (97.2%) of those

users purchase prepaid airtime before using their phone for Internet access or to make or receive phone calls, and only 9.41 million

(2.8%) users pay for their service in arrears (source:

databoks.katadata.co.id ).

In 2020 the market for mobile telecommunication

services was $7.11 billion, divided among five large telecommunication operators in Indonesia:

TELKOMSEL, XL AXIATA, INDOSAT OOREDOO,

TRI INDONESIA & SMARTFREN.

These sales are made through two principal two channels - in store purchases of airtime products by end

users that are distributed through a distributor partnership;

and modern channel distribution through online shops and online platforms

including websites and applications.

on data from bisnis.com, in 2021 more than 50% of the total market transactions were generated by the traditional channel and less than

50% generated by the modern channels.

In 2021, there were between 100 and 150 authorized distributors across all operators, which in

turn manage over seven million telecommunication outlets/merchants across Indonesia serving 331.9 million end users.

Distribution is

tiered into four separate levels:

1 - Authorized Distribution Partner - For these distributors, the average margin ranges from 3.75% to 4.75%, excluding incentive

payouts from operators.

2 - Distributor Reseller/Big Player - These distributors focus on achieving a high volume of transactions, and the average

margin ranges from 0.5% to 1.5%.

3 - Airtime All Operator Wholesaler - These distributors provide websites and applications to resell airtime to outlets or

directly to end users, and the average margin ranges from 1% to 2%.

4 - Outlets/Merchants - The outlets and merchants, which can be a business or an individual, conduct direct selling to end

users, and achieve average margins ranging from 4% to 7%.

Retail Airtime Business in Indonesia

is focusing on retail airtime business serving the Indonesian market.

In addition to allowing users to purchase airtime usages and internet

data top-up, WalletKu also allows users to make bill payments and other cash top-up and money transfers.

As of December 31, 2024, WalletKu

had approximately 128,000 merchant and individual users, approximately 300 active users for WalletKu Digital and 2,600 active users for

WalletKu Indosat.

Digital is a market retailer in Indonesia (Level 3 of the Indonesian distribution model hierarchy), serving the market needs such as

Airtime & Internet Data, Electricity, Water Supplies, etc.

WalletKu has also become one of the Authorized Distributors (Level 1 of

the distribution model hierarchy) of the second largest Indonesia telecommunication provider, Indosat Ooredoo Hutchison, and managing

acluster area out of 100+ clusters of Indosat.

WalletKu has also become an E-Money services provider by relying

on PT E2Pay Global Utama’s licence Account Linkage, a company that is already registered in the Central Bank of Indonesia to be

a E-Money Services Provider in Indonesia.

With this model, WalletKu can facilitate the unbanked population in Indonesia to access E-Money

Along with this E-Money service, WalletKu can act as a remittance platform for users to send and receive money domestically,

and leverage Seamless’ platform to allow Indonesians who are foreign workers in many countries to remit money back to their homeland.

Business Combination

of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.

our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our

revenue may be derived from our operations in any such country.

Accordingly, our results of operations and prospects will be subject,

to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in

the country in which we operate.

in our Charter may inhibit a takeover of us, which could limit the price investors might

be willing to pay in the future for our Class A ordinary shares and could entrench management.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance

requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any

time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account

in cash until the earlier of the consummation of our initial business combination or our liquidation.

As a result, following the

liquidation of securities in the Trust Account, the interest earned on the funds held in the Trust Account may be materially reduced,

which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses

substantial doubt about our ability to continue as a “going concern.”

On 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”).

On 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 Group Inc.

The Company’s

ordinary shares are listed on the Nasdaq Capital Market under the symbol “CURR”.

As 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.

PIPE Offering

Simultaneous 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.

Prior to the closing of the Business Combination,

Seamless had 58,030,000 shares outstanding and the following transactions occurred immediately prior to the Closing:

Seamless 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;

Seamless 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);

The applicable holder exercised its right to convert Seamless’ outstanding bonds payable into 2,736,287 common shares of Seamless;

5,803,000 Seamless shares were issued to employees subject to the employee Share Incentive Plan;

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

For the purposes of splitting Seamless, GEA and TNG, a one-for-nine share repurchase exercise was undertaken and resulted in 6,153,926 shares repurchased;

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

Scalable and Transferable Business Model Allowing Rapid Expansion of Seamless’ Operations in Southeast Asia

business model is highly scalable and transferrable to other geographic markets.

Tranglo’s remittance and airtime transfer platforms

have demonstrated the capability of Seamless to expand its business and market reach from Southeast Asia to other countries worldwide.

Indonesia has served as a showcase for Seamless’ consumer facing operations.

The knowledge it has gained from building Tranglo’s

global remittance and airtime transfer platforms and Indonesian operations has helped Seamless to understand the frustrations faced by

individuals and merchants in Asian markets.

Seamless’ accumulated knowledge has also facilitated the development of its infrastructure,

product and compliance processes, allowing it to rapidly replicate and build up its business across the markets it serves.

focus on a tech-enabled and tech-focused business model allows it to set up, launch and scale-up operations quickly.

Its platforms and

technology have been designed to be scalable and easily transferable to new markets.

They are modularized, meaning each function on Seamless’

platform is an independent feature that can be easily implemented, on its own or along with other functions, into other platforms.

is able to deploy user data and insights from one market, adjusting for local market characteristics, to gain insights into user behavior.

addition, Seamless’ management team has substantial operating experience across Southeast Asian markets, including Malaysia, Singapore

and Indonesia.

It is also continuously exploring opportunities to further expand into other markets in Southeast Asia and around the

In-house Cross-Border Transfer Capabilities

provides in-house cross-border payment processing capabilities in markets around the world.

This capability gives Seamless a unique position

compared to most of its competitors that have to rely on third-party money transfer enablers.

Having this in-house capability provides

it with greater certainty over the quality and reliability of its services, while at the same time increasing its profit margins by virtue

of reducing the money transfer charges that it incurs.

Tranglo acts as a one-stop settlement agent for cross-border money transfer and

provides a single unified application programming interface, or API, and settlement interface for licensed banks, e-Wallets and money

service operators.

is a leading cross border digital payment gateway, offering its customers the ability to process payout services.

Tranglo has a payout

network of more than 5,000 bank and eWallets partners, and over 140 corporate customers, covering more than 100 countries globally as

of December 31, 2024.

has a large portfolio of blue chip customers including WISE, SingTel, Remitly, SBI Japan, Mastercard, CelcomDigi, WeChat Pay HK, Maxis,

Etisalat and Ding.

These customers rely on Tranglo to provide switching, foreign exchange transactions and settlement services to enable

instantaneous cross-border payouts into multiple countries and corridors.

the year ended December 31, 2024, Tranglo managed approximately 11.4 million transactions globally with a total value of $5.14 billion.

Tranglo’s average daily transaction amount for the year ended December 31, 2024 was approximately $14.04 million.

A majority of

Tranglo’s remittance revenue is derived from transactions for customers in Hong Kong, Singapore and the Republic of South Korea.

Post-Divestiture, based for the year ended December 31, 2024 operating results, the percentage of revenue generated in Hong Kong and

the PRC represented approximately 5.6% of Currenc’s total revenue.

Compliance Culture and Fully Licensed to Expand Seamless’ Services

its inception, Seamless has maintained strict and steadfast compliance with applicable laws and regulations.

It works closely with regulators

in consultation of new policies, and follows international risk management and relevant anti-money laundering and counter-terrorist financing

(“AML/CTF”) standards to ensure robust controls both internally and when onboarding new customers/merchants.

the markets it serves and other jurisdictions, Seamless is licensed as follows:

Money Remittance license

Money Service Business license

Money Service Operator license

Authorized Payment Institution

entrepreneurial and dynamic founding team backed by strong finance and technology professionals and on-the-ground local management

senior management is highly skilled, deeply entrepreneurial and boasts a wealth of relevant experience with leading financial and technology

chairman of the board, Alexander Kong, is an experienced and seasoned entrepreneur.

Kong founded SINO Dynamic Solutions Limited,

a company conducting enterprise software development for some of the world’s largest conglomerates and insurance companies.

has a truly pan-Asian management team with management team members from most of the major jurisdictions in Southeast Asia.

In Indonesia,

it maintains strong local, on-the-ground management teams who have a deep understanding of local consumers’ behavior and the local

regulatory environment.

This ensures that its operations retain a local perspective and receive sufficient oversight.

Connect - cross-border payments for financial businesses and payment providers

provides cross-border payment services for licensed financial institutions, payment gateways and money service businesses via Tranglo

Connect, where Tranglo acts as a payment intermediary and payment aggregator for its clients.

Tranglo has developed a single unified

API that can be easily duplicated for all supported recipients’ jurisdictions and payout networks, and provide coverage to multiple

sender channels, whether physical outlets or electronic or mobile channels.

This enables Tranglo’s platform to scale to other regions

of December 31, 2024, Tranglo Connect provides 24/7 real-time or same business day payout to more than 5,000 bank partners and other

non-bank financial institution partners in multiple jurisdictions.

Business - cross-border payments for non-financial institutions

also provides cross-border payment services for non-financial businesses of all sizes.

They include non-payment providers such as e-commerce

traders, vendors with regional or international suppliers and customers, travel agencies, and global freelancers or outsourcing companies.

Through Tranglo’s services, merchants and retail customers enjoy the advantage of transferring funds to a large number of recipients

on a single platform seamlessly.

For example, e-commerce operators can send funds to their merchants and customers by placing the order

on Tranglo’s platform, utilizing Tranglo’s foreign exchange services to conduct cross-border business without worrying about

currency conversion, complicated procedures and execution uncertainty.

International Airtime Transfer Business

has a strong foothold in the global airtime transfer market, acting as a switching platform provider for telecom airtime transfer and

wholesale reseller of foreign airtime.

Its proprietary technology enables customers to request for a variety of recharge options, including

support for both pin and pinless airtime transfers.

Currently, Tranglo operates one of the biggest airtime transfer networks in the world,

providing access to over 500 mobile operators across 150 countries.

Airtime transfer also allows telecom users to transfer telecom credit

to another telecom user.

Tranglo, this mode of transfer is handled by gloTransfer.

A typical process via gloTransfer is provided below:

partner sends a transaction request to Tranglo via API (Request_ReloadSync)

verifies the parameters and forwards to the receiving partner (airtime destination) to process the recharge request.

the recharge request is processed, the API connection will return a response to the sending partner.

Retail Airtime Business - Treatsup (Recharge of telecom credit)

than the airtime wholesale business, Tranglo also operates a retail airtime business through a mobile application called “Treatsup”.

Treatsup Sdn Bhd is currently engaged in the provision of implementation and technical support services to the Treatsup mobile application

who is also the IP holder of the application.

Treatsup allows users to reload mobile and telecom credit for anyone, anytime, anywhere

and it is currently connected to more than 500 mobile service providers worldwide.

It also allows user to earn Treatsup points for each

reload transaction and rewards activities by discovering new and exciting offers.

Data of Tranglo 2021 - 2024

Operating Data - Customers

Tranglo Active Customers

Operating Data - Transactions

Cross Border Payment

Transaction value (US$ millions)

Number of transactions (’000)

Airtime Transfer

Transaction value (US$ millions)

Number of transactions (’000)

Total Transactions

Total transaction value (US$ millions)

Total number of transactions (’000)

Strategic Partnership Network

Customers/Partners

addition to being the backbone that enables the transfer and withdrawal of funds across e-Wallet platforms and banks, Tranglo has a large

portfolio of blue-chip customers across both its payment segment and airtime transfer segment, including WISE, SingTel, Remitly, SBI

Japan, Mastercard, CelcomDigi WeChat Pay HK, Maxis, Etisalat and Ding amongst others.

These customers rely on Tranglo’s cross-border

payout solutions to enable instantaneous payouts across multiple countries and channels.

has an in-house business development team to acquire customers or partners and it also relies on and engage third parties to help promote

its services.

partnership with Ripple

2021, Ripple Labs Singapore Pte.

Ltd., a leading provider of enterprise blockchain and cryptocurrency solutions for cross-border payments,

acquired 40% of Tranglo from certain prior investors in Tranglo.

The transaction did not involve Tranglo or result in Ripple Labs Singapore

Ltd making an investment of new capital into Tranglo.

As part of the transaction, Tranglo adopted RippleNet, Ripple Labs Singapore

Ltd’s global financial network, to tackle the complexities of the payment landscape in Southeast Asia and beyond.

partnership introduced Ripple Labs Singapore Pte.

Ltd On-Demand Liquidity (ODL) service to Tranglo’s customers, enabling participating

remittance partners to process instant cross-border payments to eliminate costly prefunding arrangements.

ODL leverages the digital asset

XRP to facilitate low-cost transactions via RippleNet.

chart below illustrates how Tranglo uses Ripple Labs Singapore Pte.

Ltd ODL to streamline payments and enhance liquidity:

performs know-your-customer (“KYC”) due diligence, including AML/CFT compliance, screening velocity check and a risk-based

approach towards money service businesses and banks in relevant jurisdictions.

As partners of Tranglo Connect are already licensed and

regulated in their local jurisdiction, at times of onboarding, Tranglo reviews the relevant documents of the background of partners,

such as the place of incorporation, ultimate beneficial owner, source of fund, business nature and scale, as well as the licensing requirement

in that relevant jurisdiction, to ensure they are fully compliant with the regulatory requirements.

Tranglo conducts further diligence

periodically to ensure that its partners remain compliant after the initial onboarding and are following the latest regulatory developments.

In addition, Tranglo has an internal monitoring system where it screens each transaction on a real-time basis.

Where Tranglo finds any

discrepancy, Tranglo notifies its partner to take further steps to improve their KYC process and monitoring systems.

For the fund transfer

and airtime transfer business, Tranglo does a screening on its customer via Lexis Nexis to check on any sanctioning status.

efficient, swift yet comprehensive and prudent KYC process is another competitive edge in the fintech market.

Tranglo’s onboarding and compliance process, summarized in the following

chart and explanation, is designed to insure compliance with this restriction.

reviews and assesses the compliance function of the customers, and screens the directors and shareholders or beneficial owners of the

customers to determine if any of them is a Politically Exposed Person (PEP) or residing in a High Risk Country as defined by the Financial

Action Task Force.

If so, Tranglo conducts further in-depth assessment via its Enhanced Due Diligence (ECDD) process.

Malaysia, Tranglo holds a Money Services Business license.

The Money Services Business license is a class “B” license dated

October 1, 2018 and renewed on May 23, 2023 issued to Tranglo by Bank Negara Malaysia pursuant to the Money Services Business Act 2011

for Tranglo to carry on money services business.

In the United Kingdom, Tranglo is an Authorized Payment Institution licensed by the

Financial Conduct Authority under the Payment Services Regulations 2017 to issue and/or acquire payment instruments, and provide money

remittance services.

In Singapore, Tranglo is a major payment institution approved by the Monetary Authority of Singapore under the Payment

Services Act 2019 to provide account issuance, domestic money transfer, cross-border money transfer, and E-money issuance services.

Indonesia, Tranglo is a holder of a Non-bank Fund Transfer Operator license from Bank Indonesia under the Bank Indonesia Regulation Number

23/06/PBI/2021 on Payment Service Provider for non-bank fund transfer services.

Functions, Risk & Internal Controls

has a well-defined organizational structure with clearly delineated lines of accountability, authority and responsibility to the board,

its committees, and operating units.

Key processes have been established in reviewing the adequacy and effectiveness of the risk management

and internal control system.

management is a core discipline which supports Tranglo to achieve a measured balance between risk and return, and is embedded across

all business functional lines throughout Tranglo.

As an integral part of the control functions in providing the check and balance to

the business processes and management strategic planning, risk management ensures timely and effective identification, measurement, mitigation

and reporting of significant and emerging risks faced by Tranglo.

first level of defense entails the responsibilities of risk owners (business functional lines) in the day-to-day management of risks

inherent in the various business and operational activities.

At the second level of defense, the control functions (Compliance and Risk

Management) perform the role of policy setting which includes the development of relevant tools and methodologies to identify, measure,

mitigate and report significant and emerging risks.

Complementing this, at the third level of defense, is internal audit (Internal Audit),

which provides independent assurance of the effectiveness of the risk management and compliance approach.

adopts and promotes risk management culture throughout the organization to enhance and inculcate risk awareness culture which is a key

aspect of an effective company-wide risk management framework.

is responsible for strengthening compliance culture within Tranglo.

The Board’s oversight, coupled with the Senior Management’s

commitment help in ensuring effective implementation of compliance programs and staff adherence to the applicable compliance standards.

in its role as the second line of defense, is also responsible to coordinate the process of identifying, assessing and monitoring of

regulatory and compliance risk within Tranglo which includes compliance with regulatory, operational, AMLA and Anti-Money Laundering,

Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 requirements.

assessment on the level of compliance is through the establishment of compliance programs, periodic compliance assessments and regular

engagement sessions with business and operational functions.

In addition, Compliance provides advisory, training and engagement sessions

to update and communicate/educate compliance-related matters within Tranglo.

In managing regulatory or compliance risk, it is also responsible

to regularly report its assessment and/or activities to the Board and Senior Management.

internal audit function undertakes regular reviews of Tranglo’s operations and the systems of internal control.

Regular reviews

are performed on the business processes to examine and evaluate the adequacy and efficiency of financial and operating controls.

risks and non-compliance impacting Tranglo are highlighted and where applicable, recommendations are provided to improve on the effectiveness/efficiency

of risk management, internal control systems and governance processes.

on Tranglo’s information systems is conducted to determine whether the IT environment is operating effectively to achieve Tranglo’s

objectives while safeguarding the assets and maintaining data integrity and confidentiality.

Audit also provides consultation as well as advice and insight to the stakeholders to add value and suggest improvements to Tranglo’s

In ensuring its capabilities to provide the necessary assurance more effectively and efficiently, Internal Audit makes continuous

improvements to internal audit processes.

of December 31, 2024, Tranglo had 244 full-time employees.

It also engages temporary employees and consultants as needed to support its

None of Tranglo’s employees are represented by a labor union or subject to a collective bargaining agreement.

has not experienced any work stoppages, and it considers its relations with its employees to be good.

Digital - Retail Airtime Business in Indonesia

has a strong foothold in Indonesia’s airtime market, including in sectors such as utility payments, airtime top-up, and Internet

data plan top-up services.

WalletKu’s business scope has been expanded to cover services for traveling, gaming and education sectors

as well as ticket sales for trains, buses and entertainment.

with local merchants

operates the B2C airtime business in Indonesia, reaching out to retail customers through a wide network of business partners who are

mostly small retail outlets i.e., small merchants.

Merchant partners are provided with the WalletKu app which can accept payments from

their end customers or users for a variety of services, including purchasing airtime top-up.

As of December 31, 2024, WalletKu had approximately

128,000 registered partners, of which approximately 300 are active partner merchants for WalletKu Digital and approximately 2,600 partner

merchants for WalletKu Indosat.

recruits merchants through its on-the-ground sales team.

Each member of the sales team is assigned a geographic region and a quota of

partners whom they are to recruit and service, including regularly collecting cash payments from the merchants.

WalletKu has developed

an in-house monitoring system of each individual sales employee that can monitor the geographical locations and cash to be collected

from merchants.

This system is able to track on a real-time basis all the transactions in relation to the merchants.

WalletKu provides

a swift and efficient electronic onboarding and e-KYC process for its partners.

New partners can submit all required information and

documentation online with the help of WalletKu’s sales representatives.

services are primarily focused on serving the day-to-day mobile payment needs of Indonesia’s population.

The service offerings

top-up and Internet data plan top-up

to the characteristics of the Indonesian market, where the overwhelming majority of the population uses prepaid SIM cards, airtime and

data plan top-up requires visiting a physical outlet, WalletKu has recruited business partners or merchants including airtime top-up

locations, convenience stores, and other retail outlets to provide airtime top-up and Internet data plan top-up services through the

WalletKu app.

Any person with a mobile device can pay cash to any one of WalletKu’s merchant partners to purchase airtime top-up

WalletKu charges the customer a commission on each transaction which is built into the transaction cost payable by the customer.

WalletKu provides top-up services for the four largest telecom providers in Indonesia via a single channel, which is attractive to both

end users and merchants.

has partnered with a number of utility providers to allow Indonesians to pay utility bills, such as water supply, telecom, leasing and

health insurance through using the WalletKu app.

strives to capture the market by direct interaction with its customers.

Through the customer relationship team, WalletKu helps its users

and customers navigate the applications and master the transactions smoothly.

This has contributed to an increase in loyalty and enhanced

the reputation.

WalletKu also provides an array of digital channels and social media channels, customer service email, as well as a customer

service hotline.

and Marketing

attracts new users and partners by offering better and more extensive service offerings.

As Indonesia is a widely dispersed country with

many different localities and communities, WalletKu specifically develops and designs its marketing programs for different localities

of Indonesia, and continually strives to innovate and optimize its marketing strategies.

Cluster Managing Partnership

Cluster Managing Partner (CMP) is a distribution partnership in collaboration with Indosat Ooredoo Hutchison (Indosat), which is one

of the largest telecommunication operators in Indonesia offering telecom services and internet data and airtime products.

Under the Indosat

Cluster Managing Partner program, Indosat has set up 5 Regional areas covering all areas of Indonesia.

These regions are Jabo, Central

West Java, Sumatra, Kalisumapa, and East Java Bali Nusra, which are further subdivided into more than a hundred cluster areas.

area is awarded to only one operator to run, manage, and sell Indosat’s products in that particular cluster area.

become an Indosat Distribution Partner and operate one or more cluster areas, a CMP must build a team of Distributor Sales Executive

(DSEs) and Sales Force (SF).

The DSEs are responsible for acquiring outlet partners, which are traditional offline small mom-and-pop

shops that sell Indonesian Telecommunication products directly to end users.

Each DSE manages a dedicated number of outlets within that

cluster area, and sells Indosat Products to the Outlets under management.

The SF is composed of salespersons, which has not been managed

by WalletKu since July 2023, that sell or distribute Indosat Product directly to End Users.

products are mainly:

(Mobile Outlet) - the airtime or internet data provided by Indosat that the CMP sells directly to the Outlets they manage, which

in turn, can be sold to the end users by the Outlets.

packs (SIM Card).

joined the CMP program and started managing two Indosat clusters in 2021, namely Denpasar and Gilikangkung, which now has been merged

to become one.

For this cluster area, WalletKu has now 30 DSEs.

WalletKu regularly launches promotional and marketing campaigns in these

two cluster areas.

Total revenue generated from the cluster area as of December 31, 2024 was $14.5 million, with an average revenue of around $1.21 million

The average gross margin for selling airtime under the CMP scheme was 0.23% during that period.

As of December 31, 2024, WalletKu

had approximately 2,600 active outlet partners under its CMP program.

provides incentives or bonuses to CMPs based on the KPIs they have achieved.

WalletKu has met Indosat’s KPIs each month of its

participation in the CMP program, and in the year ended December 31, 2023, received incentive rewards averaging 3.64% of total revenue.

These rewards, together with its gross profit margin of 5.74%, contributed to an average total gross profit of 9.38%.

As of December 31, 2024, WalletKu

received incentive rewards averaging 3.02% of total revenue, which, together with its gross profit margin of 6.31%, contributed to an

average total gross profit of 9.33% for this business.

of December 31, 2024, WalletKu had approximately 89 employees.

It also engages temporary employees and consultants as needed to support

its operations.

None of WalletKu’s employees are represented by a labor union or subject to a collective bargaining agreement.

WalletKu has not experienced any work stoppages, and it considers its relations with its employees to be good.

Property Rights

rely on a combination of copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property

We own copyrights to the software we develop in-house as well as that developed by third parties under contract.

We enter into

standard employment agreements with our programmers and other employees, which provide that the intellectual property created by them

in connection with their employment with us is our intellectual property.

As of the date of this registration statement/proxy, we have

registered one trademark in Singapore and five trademarks in Indonesia, and registered three domain names in Indonesia.

our efforts to protect ourselves from infringement or misappropriation of our intellectual property rights, unauthorized parties may

attempt to copy or otherwise obtain and use our intellectual property.

In the event of a successful claim of infringement and our failure

or inability to develop non-infringing intellectual property or license the infringed or similar intellectual property on a timely basis,

our business could be harmed.

See “ Risk Factors-Risks Relating to Seamless’ Business, Industry and Operations-We may not

be able to protect our intellectual property rights .” and “ Risk Factors-Risks Relating to Seamless’ Business,

Industry and Operations-We are subject to risks related to litigation, including intellectual property claims, consumer protection actions

and regulatory disputes.

Legal proceedings against us could harm our reputation and have a material adverse effect on our business, results

of operations, financial condition and prospects .”

Malaysia, Tranglo holds a Money Services Business license.

The Money Services Business license is a class “B” license dated

October 1, 2018 and renewed on May 23, 2023, issued to Tranglo by Bank Negara Malaysia pursuant to the Money Services Business Act 2011

for Tranglo to carry out money services business.

This license regulates and supervises all of the money services business industry which

comprises the money changing, remittance and wholesale currency businesses and other related matters.

In particular to class “B”

license, it regulates all activities that involve outward & inward fund transfers by individuals and businesses via non-bank remittance

service providers.

the United Kingdom, Tranglo is an Authorized Payment Institution licensed by the Financial Conduct Authority under the Payment Services

Regulations 2017.

This license allows Tranglo to execute payment transactions, issuing of payment instruments, acquiring payment transactions,

conduct money remittance, provide account information services and payment initiation services.

Singapore, Tranglo is a major payment institution approved by the Monetary Authority of Singapore under the Payment Services Act 2019,

which is an Act to provide for the licensing and regulation of payment service providers, the oversight of payment systems, and connected

matters, to repeal the Money changing and Remittance Businesses Act (Chapter 187 of the 2008 Revised Edition) and the Payment Systems

(Oversight) Act (Chapter 222A of the 2007 Revised Edition), and to make consequential and related amendments to certain other Acts.

license allows Tranglo to provide account issuance, domestic money transfer, cross-border money transfer, and E-money issuance services.

Tranglo utilizes the services of the four licensed Cryptocurrency Exchanges partners to liquidate XRP it receives from its customers

as part of its ODL service, but as a user of these services is not required to maintain a separate license.

Tranglo continuously evaluates

its business and the changing regulatory landscape in the jurisdictions in which it operates, it currently believes it is compliance

with cryptocurrency regulations in Singapore and that it is not required to comply with any cryptocurrency regulations in jurisdictions

other than Singapore.

See the section entitled “ Seamless’ Business - Tranglo - Strong Strategic Partnership Network -

Strategic partnership with Ripple .”

Indonesia, Tranglo is a holder of a Non-bank Fund Transfer Operator license from Bank Indonesia under the Bank Indonesia Regulation Number

23/06/PBI/2021 on Payment Service Provider for non-bank fund transfer services.

It regulates nonbank funds transfer providers having

business entities incorporated in Indonesia engaged in funds transfer activities.

WalletKu, it is regulated by several regulations.

We are subject to a wide range of regulations in the Republic of Indonesia;

and informatics security, trades through electronic systems, electronic money licensing, and labor law.

as an electronic system operator.

We have made effective our registration of Indonesian Standard of Business Classification (in Indonesian:

Klasifikasi Baku Lapangan Usaha Indonesia-KBLI) number 63122 of “Web Portal and/or Digital Platform with Commercial Purposes”.

Within this KBLI, we launched and managed the WalletKu App and WalletKu web portal.

One of the regulators of this activity is the Ministry

of Communications and Informatics of the Republic of Indonesia (MCI-RI) by the Regulation of the MCI-RI number 5 year 2020 (including

its changes) on Private Electronic System Operators (ESO).

It requires ESO that provides, manages, and/or operates offers and/or trades

of goods and/or services to register its body to the MCI-RI.

Consequently, we registered the company as an ESO in ESO registration number

000128.01/DJAI.PSE/02/2021.

The electronic information ecosystem is regulated as such as the ministry wants to ensure that no ESO provides

and facilitates the circulation of prohibited contents.

Furthermore, to counter the privacy data breach problems of ESOs, the ministry

wants the ESOs to be cautious about their internal mechanism of privacy data protection.

retail trades.

Alongside the KBLI 63122, we also have made effective our registration of KBLI number 47912 of “Retail Trade through

the Media for Textile, Clothing, Footwear, and Personal Goods Commodities”.

This one is for our retail trades that are available

in our WalletKu app.

Within this KBLI, WalletKu is a subject to Government Regulation number 80 year 2019 on Trades through Electronic

System (in Indonesian:

Perdagangan Melalui Sistem Elektronik-PMSE).

According to the mentioned regulation, PMSE entities are obliged

to ethically advertise;

disclosing truthful information of the products they sell (along with their obligation to disclose the accurate

information about the products, the suitability of real products from the ads, consumption eligibility, legality, quality, and accessibility

of the goods or services, and to protect consumers).

electronic money.

Supporting our sales inside the app is the electronic money usages.

W-Cash is a product of co-branding agreement.

rely on PT E2Pay Global Utama’s license from the Bank of Indonesia.

Currently, the electronic money licensing itself is regulated

by the Regulation of the Bank of Indonesia number 20/6/PBI/2018 on Electronic Money.

The co-branding agreement is registered and being

reported by PT E2Pay Global Utama to Bank of Indonesia.

Pursuant to the regulation, the provision of electronic money system must be

done by following the mentioned principles:

a) not implying a systemic risk;

b) the whole operations must be conducted with good financial

c) strengthening consumer’s protection;

d) enterprises that benefits the nation’s economics;

and e) money laundering

and terrorism funding prevention.

partnership with payment gateway services.

WalletKu uses payment initiation and acquiring services provided by third parties.

the users of the services.

This area is regulated by the Regulation of Bank of Indonesia number 23/6/PBI/2021 concerning Payment Services

is subject to Indonesian labor law.

Indonesian labor law is being referred to Law number 13 year 2003 on Manpower, which had been changed

by the Constitutional Court for several provisions and by Law number 11 year 2020 on Job Creation.

It contained various norms:

term of definite employment, the severance payment, numerous mandatory workers’ rights protection, leave provisions, etc.

The Indonesian

labor law is generally designed to enhance the welfare of the workers within the jurisdiction of the Republic of Indonesia.

table below provides an overview of our existing licenses across different jurisdictions.

We believe we are in material compliance with

the requirements of each of these licenses.

None of the licenses have an expiration or renewal date except the Malaysian license, which

expires in March 2026.

We expect to renew the license prior to its expiration.

to conduct Money Services Business (Class of License:

Negara Malaysia

Payment Institution

Authority of Singapore

Remitter (Non-bank Fund Transfer Operator)

System Operator

of Communications and Informatics of the Republic of Indonesia (MCI-RI)

through Electronic System

of Trades of the Republic of Indonesia

Rely on PT E2Pay Global Utama’s license Account Linkage

Payment Institution)

Conduct Authority

Business (Tranglo)

& Middle East

comparison metrics of Tranglo and some of its competitors within the cross-border remittance industry are set forth in the table above.

We believe that Tranglo and most competitors retain a comprehensive competitive advantage against traditional banks.

Traditional banks

rely on many gatekeepers and intermediary networks in their end-to-end process, adding to costs and transaction turnaround time.

banks - between 3 to 7 working days

operators - 1 to 3 working days

providers - 40% payments are instant (industry average)

- 80% of payments are instant (within 5 minutes)

banks - 3% to 7%

gateways - 3% + FX rates

Union - 0.3% to 3%

- 1% on average

money transfer operators and regional mobile wallets .

Retail money transfer operators and regional mobile wallets adopt a “follow

the consumer” approach.

While the focus is still on consumers in their core market(s), these players target to serve the consumers’

payment needs both domestically and internationally.

Consumers can make use of the same e-wallet even in overseas markets when they travel.

Examples include MoneyGram and Western Union.

Retail money transfer operators tend to have better network and availability.

these retail money transfer operators may need to connect and integrate with other wholesale remittance providers in order to expand

their coverage areas.

This will bring in additional costs and delay the remittance processes.

remittance providers.

These operators tend to fare better in terms of speed and pricing as compared to retail money transfer

operators, whereas retail money transfer operators tend to have better network and availability.

Tranglo is a wholesale remittance provider.

Other competitors in the wholesale remittance industry include Thunes, NIUM and EMQ.

These remittance providers generally have a transfer

speed advantage because of direct and negotiated partnerships with local infrastructure providers.

For example, Tranglo has an extensive

network in the Philippines.

NIUM, with a focus on Europe, is making aggressive expansion in that region, adding workforce, support as

well as building local networks.

uploads, a traditional transaction request option that eliminates the need for API, can add to the attractiveness of a remittance operator

vis-à-vis its competitors.

Businesses with the need for added flexibility would opt to engage a provider that supports both API

integration and batch processing, as developing an in-house platform to integrate API could add considerable costs.

of the standout competitive factors for Tranglo is its added liquidity management via support from Ripple’s On-Demand Liquidity

(ODL) service.

ODL leverages the digital asset XRP to eliminate traditional pre-funding.

Traditionally, pre-funding is required to initiate

transactions, which locks up substantial working capital for remittance participants and financial institutions.

This may impose significant

restrictions on the cash flows of eWallets or banks.

ODL provides a way out for remittance participants to send money without the need

for providing the pre-funding.

In Southeast Asia markets, only NIUM is also capable of providing ODL for its participants.

International

Airtime Transfer Business (Tranglo)

the airtime transfer service business, Tranglo competes with Prepay Nation, Ding, DT One, Merchantrade, Reloadly, Du and Thuns, which

also provide services for top-up transactions to mobile operators and other digital service providers.

Specifically, Thunes, which enables

users to connect digital wallets and is a global cross-border payments network, is another competitor of Tranglo in the businesses of

both airtime transfer services and money transfer.

global support

operates a wholesale-focused model, with retail top-ups offered as a supplementary product.

This allows Tranglo to differentiate from

wholesale-only competitors like DT One and Reloadly, while also matching the offerings of retail- and wholesale-focused competitors like

the industry average network coverage is global, most airtime operators include inactive operators in their network.

Tranglo has performed

numerous list cleanups to ensure an accurate representation of active networks while ensuring optimal support for these channels.

- 700 operators in 150 countries

One - 900 operators in 180 countries

- 800 operators in 170 countries

- 500 operators in 150 countries

and customer support rendered may vary according to geographical location.

As the Tranglo team is primarily based in Malaysia and Singapore,

support generally works best for queries coming from countries in similar time zones.

The same applies for different operators, i.e.,

Reloadly operates out of Spain, the United States, France and Canada.

for API allows direct integration for developers and digital retailers offering direct foreign top-ups via their platforms, while web

platform supports offline retailers or operators that prefer to link without going through API.

As is the case with remittance, Tranglo,

being able to offer both, can enjoy certain competitive advantages in the market.

Airtime Business - Indonesia (WalletKu)

Indonesian e-Commerce players are the direct competitors of WalletKu’s retail Airtime Business.

Shopee is now the biggest online

shopping place.

Shopee invites users to join as Shopee Partners.

Partners can resell products purchased through the application offline.

Products that can be purchased on the Shopee Partner application are Credit & Data Packages, Game Vouchers, PLN Electricity (Tokens

& Bills), Indonesian Train Tickets, and other bills such as Credit Installments, Health Social Security Administration Agency (BPJS

Kesehatan), Regional Water Companies Drinking (PDAM), Postpaid, Telkom, and Cable TV.

In addition, Shopee Partners can also make use

of the Shopee app for users to send money, pay installments, and Shopee marketplace payments.

competitors include GrabKios which is operated by KUDO Company.

It is the airtime reseller company managed by Grab Indonesia.

helps all of Grab Merchants or general merchants to sell retail airtime top-up, and the products offered are of the same nature as WalletKu’s.

GrabKios offers price discounts as a promotional campaign every month.

However, GrabKios does not offer any financial assistance in the

form of delay payments, unlike WalletKu which offers 3-5 days of receivables for the merchants.

GrabKios also allows its partners to

send money to all banks as well as to make bill payments.

is another application created for shop owners, stalls, and individuals who could open shops to sell digital products using the online

Wholesale app.

Small enterprises are able to sell products ranging from wholesale products, credit, data packages, PLN, Telkom, PDAM,

BPJS, game vouchers, and cable TV.

offers a platform for partners to sell products ranging from physical goods to virtual products like Toll, Data Packages, Send Money,

Cash Deposits, Electricity Tokens, Electricity Bills, Game Vouchers, and Train Tickets.

Plant and Equipment

corporate headquarters is located in Singapore which is under a lease that expires in September 2025.

We also have offices in Kuala Lumpur

consisting of 14,096 square feet of space in the same building under a lease that expires in October 2026.

We have offices in several

other locations and believe our facilities are sufficient for our current needs.

maintains property and liability insurance.

Consistent with customary industry practice in Southeast Asia, we do not maintain business

interruption insurance, nor do we maintain key-man life insurance.

Management and Internal Control Framework

approach to risk

nature of Seamless’ business, including managing domestic and international flows of money, means that it faces wider and more

complex risk management challenges than many businesses.

Its position of trust in its users is an overarching focus for Seamless, on

top of the risks commonly faced by businesses which are highly dependent on information technology, and provides an added dimension in

defining and managing our risk and control systems.

Realization of a risk within any of the major risk categories could trigger significant

reputational damage for Seamless’ business, which may affect its ability to maintain its successful operational record, as well

as deliver damaging financial losses.

Please refer to “Risk Factors” for details of other risks affecting Seamless business.

a consequence, risk and its management and mitigation are a particular focus for Seamless.

governance of risk

governance of risk is managed on a tiered basis.

The process starts with its directors who delegate authority to its risk and compliance

committee and then, by the clear articulation of policy, through the management hierarchy to the executives running its different operating

The policies and risk appetite statements are communicated throughout Seamless, encouraging employees at all levels to consider

risk in their decision-making and take personal accountability for the risks they take.

each stage of the risk management process, Seamless seeks to establish clear accountability and responsibility for risk in order to drive

a culture of transparency and openness among its employees.

Seamless believes this encourages the early escalation of response to risks

and creation of mitigation plans as appropriate.

its risk governance structure, Seamless has several levels of defense with clearly defined accountabilities and responsibilities.

division executives on the ground in the various countries where Seamless operates represent the first level of defense and have the

responsibility to identify, manage, measure and monitor risks within their region.

The second line of defense is provided by Seamless’

on-the-ground risk and compliance teams who provide assistance and independent challenge to the operating divisions.

The third line of

defense is Seamless’ risk and compliance team in its corporate headquarters under the guidance of its risk and compliance committee.

Seamless’ risk and compliance committee is a committee of the Board established in accordance with its articles and is authorized

by the Board to assist in fulfilling statutory and regulatory responsibilities in relation to its operations.

The committee assists the

Board in its oversight of the effectiveness of Seamless’ system of risk management and compliance function.

Seamless hires an external

service provider for its internal audit function to carry out regular review of our policies and procedures, internal control systems

and safeguards to inherent risks.

particular to our cross-border arm - Tranglo, it has a well-defined organizational structure with clearly delineated lines of accountability,

authority and responsibility to the Board, its committees, and operating units.

Key processes have been established in reviewing the

adequacy and effectiveness of our risk management and internal control system.

management function and overview

management is a core discipline which supports Tranglo’s aim to achieve a measured balance between risk and return, and is embedded

across all business functional lines throughout Tranglo.

As an integral part of the control functions in providing checks and balances

to the business processes and management strategic planning, risk management ensures timely and effective identification, measurement,

mitigation and reporting of significant and emerging risks faced by Tranglo.

first level of defense entails the responsibilities of risk owners (business functional lines) in the day-to-day management of risks

inherent in the various business and operational activities.

At the second level of defense, the control functions (Compliance and Risk

Management) perform the role of policy setting which includes the development of relevant tools and methodologies to identify, measure,

mitigate and report significant and emerging risks.

Complementing this, the third level of defense is internal audit, which provides

independent assurance of the effectiveness of the risk management and compliance approach.

adopts and promotes risk management culture throughout the organization to enhance and inculcate risk awareness culture, which is a key

aspect of an effective company-wide risk management framework.

Fundamental risk management culture is strong corporate governance, organizational

structure with clearly defined roles and responsibilities, effective communication and training, commitment to compliance with laws,

regulations and internal controls, integrity in fiduciary responsibilities and clear policies, procedures and guidelines cascaded across

of risks and controls

may face regulatory, financial, legal, operational, technology, fraud, and reputational risks.

The relatively small values involved in

remittance transfers mean that it is unlikely that there will be systemic risk.

Risk - regulatory adherence in relation to complexity, clarity, pace of guidelines’ changes and heightened scrutiny by regulators

which lead to fiduciary breaches, especially AML/CFT and other regulatory requirements.

Preventive controls in place via requirements

for every business function to ensure proper policy, process, procedure or work instructions are being revised on a periodic and

ad hoc basis to be more relevant and up-to-date in line with daily operational requirements and activities.

Additionally, we also

instill awareness amongst staff on the importance of adhering to statutory and regulation as well as ensure alignment of the requirements.

Risk - accounting transactions not captured completely and accurately in the accounting system.

Preventive controls in place via

in-house dedicated tools developed by technology team and revenue assurance team to perform reconciliation (it is inclusive of mandatory

information, e.g., date and time stamp, unique transaction ID and amount).

Risk - contractual disputes, litigation or claim risks.

Preventive controls in place via automated systems and internal procedures

and processes to monitor the status of agreement to ensure no transaction will be executed prior the execution of agreement.

Risk - loss of funds in transit depending on the nature of the remittance service.

Preventive controls in place via requirements

for every business function to ensure dedicated people or team, adequate operational process, robust operating system, and external

factors including third-party management are being assessed, monitored and resolved effectively based on risk management and internal

control tools as well as process.

Risk - system outage/IT failures in applications, software and hardware due to improper software maintenance, poor license management

and obsolete systems.

Preventive controls in place via maintaining list of the available components and monitoring their support

window, tracking of end-of-life or end-of-support components from the aspects of technology, cyber and business continuity key risk

indicators as well proper incident management process.

Risk - falsification of documents, including identity theft, fake ID card, fraudulent company or financial documents and other business

Preventive controls in place via effective awareness and training on the detection of fraud (including cyberfraud/cybercrime)

and highlighting the current or emerging modus operandi of fraud.

Risk - inadequate arrangements to ensure receivers or beneficiaries getting their funds on time even when there has been a loss in

It could also arise from misuse of the service for illegal purposes such as money laundering.

Preventive controls in place

via adequate processes and systems to ensure minimal impact throughout the transactional flow, Dedicated people and team are in place

in managing operational issues either from sales, technology & infrastructure, and customer support perspectives.

a highly regulated company, Tranglo is required by law to undertake preventive measures to prevent the company from being used as a conduit

for money laundering (ML), terrorism financing (TF) and proliferation financing (PF) activities.

Therefore, we implement a stringent

Anti-Money Laundering and Counter Financing of Terrorism and Targeted Financial Sanctions (AML/CFT & TFS) compliance program to ensure

good governance and sound management of ML/TF risks.

do this, our business is monitored by an in-house compliance department whose primary role is to ensure compliance with laws, regulatory

requirements, policies and procedures.

The department is led by a highly qualified executive with extensive experience on development,

operation and management of corporate compliance programs and projects in the money services business (MSB).

The Head of Compliance is

a former President of the Group of Compliance Officers (GOCO), an external examination committee member for Asian Institute AICB’s

AML/CFT & TFS and regulatory compliance certification programs, and an external trainer for Risk-based Approach (RBA) workshops offered

by the Asian Banking School.

compliance measures include:

implementation of AML/CFT & TFS Compliance program to ensure consistency and adherence to all applicable local laws and regulations

across all regions in which Tranglo operates.

and maintaining compliance policies, procedures, controls and keeping them up to date with regulatory changes and providing compliance

advisory support for business initiatives.

oversight, risk assessment, control, support, including Customer Due Diligence/Enhanced Due diligence (CDD/EDD), remittance partner

due diligence, and analysis of any suspicious transactions in accordance with AML/CFT & TFS regulations

and implementing AML/CFT & TFS compliance training program for staff

guidance in consultation with the product and business stakeholders regarding new feature and service offerings

with regulatory authorities

system and suspicious transaction reporting

has built a robust AML/CFT & TFS system for sanction/PEP screening as well as transaction monitoring.

Tranglo subscribes to LexisNexis

sanction/PEP lists database which covers major global sanction/PEP lists such as OFAC, UNSCR, UK and other major domestic authorities

Customers in our database are subject to rescreening on a daily basis.

applies the Risk-Based Approach (RBA) in both its customer and own company risk profiling.

The risk parameters are incorporated into

the AML system and customer risk scores are calculated automatically.

in-house transaction monitoring system covers both during- and post-transaction monitoring.

On a real-time basis, the system will reject

a transaction automatically if the transaction data hits auto-reject data validation parameters.

For post-transaction monitoring, the

system will send auto alerts to prompt a review of transactions whose patterns hit monitoring thresholds.

transaction reports (STRs) will be raised to the respective regulators if any suspicious transaction activities are detected and/or any

customer/sender/beneficiary true match with sanction lists.

compliance training & awareness

also conduct compliance training for our employees to safeguard Tranglo from any non-compliant acts.

In 2021 and 2022, we conducted 15

and 28 in-house AML/CFT compliance training sessions, respectively.

Compliance officers are also regularly sent to attend the external

training and workshops, such as the MSB industry training modules conducted by GOCO under the Malaysia Association of MSB, to enhance

their AML/CFT & TFS knowledge and ensure that knowledge is up to date.

addition, a two-day dedicated in-house “Sanction and Sanction Screening” workshop was conducted by an external trainer under

ABS in September 2021.

provide financial support to our employees who wish to complete personal accreditation programs.

Under the Tranglo Staff Training Program,

10 compliance officers have been enrolled into AML/CFT & TFS Compliance accreditation programs since 2017.

& Regulations

Malaysia, Tranglo holds a Money Services Business license.

The Money Services Business license is a class “B” license dated

October 1, 2018 and renewed May 23, 2023 issued to Tranglo by Bank Negara Malaysia pursuant to the Money Services Business Act 2011 for

Tranglo to carry out money services business.

This license regulates and supervises all of the money services business industry which

comprises the money changing, remittance and wholesale currency businesses and other related matters.

In particular to class “B”

license, it regulates all activities that involve outward & inward fund transfers by individuals and businesses via non-bank remittance

service providers.

the United Kingdom, Tranglo is an Authorized Payment Institution licensed by the Financial Conduct Authority under the Payment Services

Regulations 2017.

This license allows Tranglo to execute payment transactions, issuing of payment instruments, acquiring payment transactions,

conduct money remittance, provide account information services and payment initiation services.

Singapore, Tranglo is a major payment institution approved by the Monetary Authority of Singapore under the Payment Services Act 2019,

which is an Act to provide for the licensing and regulation of payment service providers, the oversight of payment systems, and connected

matters, to repeal the Money changing and Remittance Businesses Act (Chapter 187 of the 2008 Revised Edition) and the Payment Systems

(Oversight) Act (Chapter 222A of the 2007 Revised Edition), and to make consequential and related amendments to certain other Acts.

license allows Tranglo to provide account issuance, domestic money transfer, cross-border money transfer, and E-money issuance services.

Tranglo also partners with the four licensed Cryptocurrency Exchanges partners to liquidate XRP it receives from its customers as part

of its ODL service, but as a user of these services is not required to maintain a separate license.

Indonesia, Tranglo is a holder of a Non-bank Fund Transfer Operator license from Bank Indonesia under the Bank Indonesia Regulation Number

23/06/PBI/2021 on Payment Service Provider for non-bank fund transfer services.

It regulates nonbank funds transfer providers having

business entities incorporated in Indonesia engaged in funds transfer activities.

is subject to a wide range of regulations in the Republic of Indonesia relating to electronic and information security, trades through

electronic systems, electronic money licensing, and labor law.

as an electronic system operator .

WalletKu holds a registration under Indonesian Standard of Business Classification (in Indonesian:

Klasifikasi Baku Lapangan Usaha Indonesia-KBLI) number 63122 of a “Web Portal and/or Digital Platform with Commercial Purposes”.

Within this KBLI, WalletKu launched and manages the WalletKu App and WalletKu web portal.

One of the regulators of this activity is the

Ministry of Communications and Informatics of the Republic of Indonesia (MCI-RI) by the Regulation of the MCI-RI number 5 year 2020 (including

its changes) on Private Electronic System Operators (ESO).

It requires an ESO that provides, manages, and/or operates offers and/or trades

of goods and/or services to register with the MCI-RI.

Consequently, WalletKu registered as an ESO in ESO registration number 000128.01/DJAI.PSE/02/2021.

The electronic information ecosystem is regulated as such as the ministry wants to ensure that no ESO provides and facilitates the circulation

of prohibited contents.

Furthermore, to counter the privacy data breach problems of ESOs, the ministry wants the ESOs to be cautious

about their internal mechanism of privacy data protection.

retail trades .

Alongside the KBLI 63122, we also have made effective our registration of KBLI number 47912 of “Retail Trade

through the Media for Textile, Clothing, Footwear, and Personal Goods Commodities”.

This one is for our retail trades that are

available in our WalletKu app.

Within this KBLI, WalletKu is a subject to Government Regulation number 80 year 2019 on Trades through

Electronic System (in Indonesian:

Perdagangan Melalui Sistem Elektronik-PMSE).

According to the mentioned regulation, PMSE entities are

obliged to ethically advertise;

disclosing truthful information of the products they sell (along with their obligation to disclose the

accurate information about the products, the suitability of real products from the ads, consumption eligibility, legality, quality, and

accessibility of the goods or services, and to protect consumers).

electronic money .

Supporting our sales inside the app is the electronic money usages.

W-Cash is a product of co-branding agreement.

We rely on PT E2Pay Global Utama’s license from the Bank of Indonesia.

Currently, the electronic money licensing itself is regulated

by the Regulation of the Bank of Indonesia number 20/6/PBI/2018 on Electronic Money.

The co-branding agreement is registered and being

reported by PT E2Pay Global Utama to Bank of Indonesia.

Pursuant to the regulation, the provision of electronic money system must be

done by following the mentioned principles:

a) not implying a systemic risk;

b) the whole operations must conducted with good financial

c) strengthening consumer’s protection;

d) enterprises that benefits the nation’s economics;

and e) money laundering

and terrorism funding prevention.

partnership with payment gateway services .

WalletKu uses payment initiation and acquiring services provided by third parties.

area is regulated by the Regulation of Bank of Indonesia number 23/6/PBI/2021 concerning Payment Services Provider.

is subject to Indonesian labor law .

WalletKu is subject to Law number 13 year 2003 on Manpower, as modified by the Indonesian Constitutional

Court, and by Law number 11 year 2020 on Job Creation.

These laws establish various norms relating to the maximum term of definite employment,

severance payments, mandatory workers’ rights protections, leave provisions, among others.

These laws are generally designed to

enhance the welfare of the workers within the jurisdiction of the Republic of Indonesia.

in particular to Indonesia

section sets forth a summary of the significant regulations or requirements in Indonesia.

The primary laws and regulations to which Seamless

is subject relate to foreign investment, dividend distributions, foreign exchange controls, electronic money, payment processing, data

protection, intellectual property rights, anti-money laundering and terrorism financing and employment and labor.

on Foreign Investment

25/2007 regarding Investment issued on April 26, 2007, or the Indonesia Investment Law, states that all business sectors or business

types are open to foreign investment, except those over which the Indonesian government has expressly prohibited or restricted foreign

Under the Indonesia Investment Law and the Negative Investment List promulgated by the Indonesian government applicable at

the time of establishment of our Indonesia operating entities, foreign investors can own up 49% of the equity in the electronic money

businesses and 100% of the equity in fund transfer in Indonesia.

According to Regulation of the Bank of Indonesia number 20/6/PBI/2018,

the provision of maximum 49% ownership of foreign entities (51% minimum for local shareholders) is enforceable to the issuer of electronic

WalletKu did not issue new electronic money as it has a co-branding agreement with PT E2Pay Global Utama (which is the party that

issues the “M-Bayar” electronic money).

In addition, according to President Regulation number 10 year 2021 on Investment

List (as amended), fintech business (especially in KBLI 58200, 63122, and 47912 is not restricted nor strictly regulated in respect to

foreign ownership).

Accordingly, WalletKu does not believe that the maximum provision for foreign entities is applicable for WalletKu’s

current business.

on the Use of Rupiah

June 28, 2011, the government of Indonesia enacted Law No.

7 of 2011 on Currency, or the Indonesia Currency Law, which took immediate

Furthermore, on March 31, 2015, Bank Indonesia enacted Bank Indonesia Regulation No.

17/3/PBI/2015 on the Mandatory Use of Indonesian

Rupiah within the Territory of the Republic of Indonesia, or the Indonesia Currency Law Implementation Regulations.

The implementation

rules of the Indonesia Currency Law require the use of Indonesian Rupiah for all transactions conducted within Indonesia including transactions

for payment, settlement of obligations and other financial transactions, except for certain exemptions provided under the Indonesia Currency

Law Implementation Regulations.

Failures to comply with any provisions under the Indonesia Currency Law Implementation Regulations may

subject the person to administrative, criminal or monetary sanctions of up to IDR1 billion (US$72,695.6).

on Dividend Distributions

distributions are regulated under Law No.

40 of 2007 on Limited Liability Company, or the Indonesian Company Law.

A decision to distribute

a dividend needs to be made by a resolution of the shareholders at the annual or general meeting of shareholders upon the recommendation

of the board of directors of a company.

A company may only declare dividends at the end of a fiscal year if it has positive retained

Furthermore, the Indonesian Company Law allows a company to distribute interim dividends prior to the end of a financial year

so long as it is permitted by its articles of association and provided that the interim dividend does not result in the company’s

net assets becoming less than the total issued and paid-up capital and the compulsory reserves fund.

Such distribution shall be determined

by the company’s board of directors after being first approved by the board of commissioners.

If, after the end of the relevant

financial year, the company has suffered a loss, any distributed interim dividends must be returned by the shareholders, and the board

of directors and board of commissioners of the company will be jointly and severally responsible if the interim dividend is not returned.

A limited liability company is required to reserve a certain amount from its net profit each year as a reserve fund until such fund amounts

to at least 20% of its issued and paid up capital.

on Foreign Exchange

has limited foreign exchange controls.

The Indonesian Rupiah is generally freely convertible within or from Indonesia.

The Indonesian

Investment Law stipulates that foreign investors are allowed to make capital contributions and repatriate dividends, profits and other

income in foreign currency without obtaining prior approvals from governmental authorities and/or Bank Indonesia, the central bank of

The conversion of foreign currency into Indonesian Rupiah for capital contribution purposes does not require any governmental

September 5, 2016, Bank Indonesia issued Bank Indonesia Regulation No.

18/18/PBI/2016 on the Foreign Exchange Transactions against Rupiah

between Banks and Domestic Parties and Bank Indonesia Regulation No.

18/19/PBI/2016 on Foreign Exchange Transactions against Rupiah between

Banks and Foreign Parties, or the Indonesia Foreign Exchange Regulations.

According to such regulations, a party wishing to convert Indonesian

Rupiah to foreign currency exceeding certain thresholds set forth in the Indonesia Foreign Exchange Regulations is required to submit

certain supporting documents to the bank handling the foreign exchange conversion, including the underlying transaction documents and

a duly stamped statement confirming that the underlying transaction documents are valid and that the foreign currency will only be used

to settle the relevant payment obligations.

For conversions not exceeding the threshold set forth in the Indonesia Foreign Exchange Regulations,

the person only needs to declare in a duly stamped letter that its aggregate foreign currency purchases have not exceeded the monthly

threshold set forth in the Indonesian banking system.

and regulations relating to Electronic Money Business

money, or E-Money, is regulated specifically under Bank Indonesia Regulation No.

20/6/PBI/2018 on Electronic Money, or E-Money Regulation.

E-Money Regulation mainly outlines the obligations of the electronic money operators in the E-Money system including licensing and user

The five E-Money operators are namely the principal, the acquirer, the issuer, the clearing operator and the settlement operator.

Each of these roles serves its own respective roles in the facilitation of transactions between the merchants and the users of the electronic

money system.

Other than banks, the E-Money Regulation also permits non-bank entities to act as E-Money operators insofar it is established

as a limited liability company in Indonesia and has obtained the necessary licenses from Bank Indonesia.

Non-bank entities that apply

for the permit as an E-Money issuer, is subject to minimum issued capital of not less than IDR 3,000,000,000 and a foreign shareholding

cap of 49%, both directly and indirectly.

has a co-branding arrangement with PT E2Pay Global Utama’s license as an e-money operator who issues the M-Bayar e-money product.

WalletKu co-brands M-Bayar as “W-Cash”.

Pursuant to Article 4 paragraph (1) of the Bank of Indonesia regulation, the party

which obliged to has a license of the Bank of Indonesia is the operator (PT E2Pay Global Utama).

Pursuant to Article 5 paragraph (2)

of the regulation a quo, there are two groups of Payment Services Provider which is the basis for the e-money provider grant from Bank

of Indonesia:

(a) front-end;

and (b) back-end.

The front-end group consists of issuer, acquirer, payment gateway provider, electronic

wallet operator, and fund transfer operator.

The back-end group consists of principal, switching operator, clearing operator, and end-settlement

WalletKu’s mechanism of e-money is provided by PT E2Pay Global Utama.

In addition, our payment gateway is also provided

by third party too.

Hence, the front-end group is not applicable and the back-end group is not relevant under WalletKu’s current

and Regulations relating to Fund Transfer

underlying regulation governing fund transfers is Law No.

3 of 2011 on Fund Transfer, or Fund Transfer Law, which is implemented by several

Bank Indonesia regulations.

Fund Transfer Law defines a fund transfer as a chain of actions with the intention of transferring a certain

amount of funds to the recipient mentioned within the fund transfer order, up until the receipt of such fund by the recipient.

transfer operator is defined as a bank and non-bank business entity in the form of an Indonesian legal entity that operates fund transfer

non-bank fund transfer operator is required to obtain a license from Bank Indonesia, and is further subject to several requirements,

including a minimum capital requirement and fit and proper test for primary parties.

A licensed fund transfer operator shall commence

its operation within 3 months of the license issuance date and failure to commence operations within such period will require the fund

transfer operator to submit a report to Bank Indonesia on infrastructure readiness as well as details explaining the hindrances that

have caused such delay.

In such case, Bank Indonesia reserves the right to cancel the fund transfer operator license if there is a reasonable

basis to conclude that the fund transfer operator is no longer capable of undertaking its operation.

transfers from and/or to overseas shall be based on the written agreement with the fund transfer operator who has obtained a license

from the relevant authority in the destined jurisdiction.

Bank Indonesia reserves the right to determine the nominal limit of transfers.

Offshore fund transfer operators shall firstly submit written information containing a business plan and details of the business partnership

to Bank Indonesia, upon which such submission will be subject to Bank Indonesia’s approval, rejection, determination and/or limitation.

A fund transfer operator may also enter into a partnership with a licensed domestic fund transfer operator, subject to approval from

Bank Indonesia.

of Applications and Content Services through the Internet

March 31, 2016, MOCIT issued Circular Letter No.

3 of 2016 on Provision of Applications and Contents Services through the Internet, or

the OTT Circular Letter, which regulates the provision of virtually all over-the-top services or services provided over the Internet,

or the “OTT services”.

The definition of OTT services includes online messaging, online games, webpages and e-commerce platforms.

The OTT Circular Letter has extraterritorial reach and applies to any OTT services providers serving the Indonesian market.

providers are required to employ data protection measures, conduct filtering, screening, and censorship functions, use national payment

gateways and Indonesian IP addresses and provide manuals in the Indonesian language.

Furthermore, a foreign OTT services provider is

required to establish a permanent establishment in Indonesia in accordance with Indonesian taxation laws and is expected to comply with

all Indonesian laws and regulations.

Due to the broad coverage of the OTT Circular Letter, we are subject to this circular letter and

therefore must adhere to all of its requirements.

on Electronic System Operator

holds a registration under Indonesian Standard of Business Classification (in Indonesian:

Klasifikasi Baku Lapangan Usaha Indonesia-KBLI)

number 63122 of a “Web Portal and/or Digital Platform with Commercial Purposes”.

Within this KBLI, WalletKu launched and

manages the WalletKu App.

One of the regulators of this activity is the Ministry of Communications and Informatics of the Republic of

Indonesia (MCI-RI) by the Regulation of the MCI-RI number 5 year 2020 (including its changes) on Private Electronic System Operators

It requires ESO that provides, manages, and/or operates offers and/or trades of goods and/or services to register its body to

Consequently, WalletKu registered as an ESO in ESO registration number 000128.01/DJAI.PSE/02/2021.

The electronic information

ecosystem is regulated as such as the ministry wants to ensure that no ESO provides and facilitates the circulation of prohibited contents.

Furthermore, to counter the privacy data breach problems of ESOs, the ministry wants the ESOs to be cautious about their internal mechanism

of privacy data protection.

on Personal Data Protection and Information Security

December 2016, MOCIT enacted MOCIT Regulation No.

20 of 2016 on Personal Data Protection, or the Personal Data Protection Regulation,

which sets out the rules governing the protection of personal data that are stored in electronic form.

The regulation requires that prior

to any action taken in relation to personal data, including the acquisition, processing, storage, transfer, disclosure and access, and

erasure, the prior consent of the owner of such personal data is obtained.

Under the Personal Data Protection Regulation, electronic

system providers are required to notify the personal data owner in the case of any breach involving his/her personal data no later than

14 days subsequent to the occurrence of the breach.

we fail to comply with the Personal Data Protection Regulation, we may be subject to sanctions in the form of warnings or written reprimands,

temporary suspensions, or may be blacklisted.

on Retail Trades

holds registration KBLI number 47912 for “Retail Trade through the Media for Textile, Clothing, Footwear, and Personal Goods Commodities”

for retail trades that are available in its WalletKu app.

Within this KBLI, WalletKu is a subject to Government Regulation number 80

year 2019 on Trades through Electronic System (in Indonesian:

Perdagangan Melalui Sistem Elektronik-PMSE).

According to the mentioned

regulation, PMSE entities are obliged to ethically advertise;

disclosing truthful information of the products they sell (along with their

obligation to disclose the accurate information about the products, the suitability of real products from the ads, consumption eligibility,

legality, quality, and accessibility of the goods or services, and to protect consumers).

on Consumer Protection

protection in Indonesia is regulated under Law No.

8 of 1999 on Consumer Protection, or the Consumer Protection Law, which became effective

on April 20, 2000.

It is the first comprehensive law devoted to protecting the rights of and promoting the recourses available to, users

of both goods and services.

The law details activities and circumstances that are prohibited such as disclosing incorrect and unclear

information regarding the services rendered or promoting false advertising.

Violations of the Consumer Protection Law may result in an

administrative and/or criminal sanction such as a mandatory contribution to a compensation fund or an imprisonment sanction.

on Intellectual Property Rights

and Geographical Indication Law

the end of 2016, the Indonesian House of Representatives enacted the Law No.

20 of 2016 on Trademark and Geographical Indication, or

the Trademark and Geographical Indication Law.

The new Trademark and Geographical Indication Law has expended the scope of trademark

protection and adopted the Madrid protocol provisions, which cover the trademarks of our Indonesian entities.

Trademark and Geographical Indication Law shortened the trademark registration process from 12 to 18 months to eight months.

the Trademark and Geographical Indication Law recognizes two types of international trademark registration application:

an application

originating from Indonesia to an International Bureau which is filed through the Directorate General of Intellectual Properties under

the Minister of Law and Human Rights, or an application addressed to Indonesia as the receiving office from an International Bureau.

To be able to file an application in Indonesia for the international registration of a trademark, the applicant either must have applied

for registration of the trademark in Indonesia or must already own the trademark in Indonesia.

has filed an application for a registered trademark on the mark “WalletKu” in financial services class (class 36).

The application

is currently under substantive review by the government officials.

WalletKu also plans to file an application for a registered trademark

on the mark “WalletKu” in the mobile application class (class 9).

Relating to Copyrights

in Indonesia are regulated under Law No.

28 of 2014 on Copyrights, or the Indonesia Copyright Law.

Indonesia adopts the declarative system

of copyright protection whereby a copyright is an exclusive right of a creator of content which arises automatically after a creation

appears in a concrete form.

The Indonesia Copyright Law protects creations in the field of science, arts and literature, which includes,

among others, computer programs, video games, photography, songs or music with or without lyrics, and all forms of art.

WalletKu App is subject to the copyright protection under the Indonesian Copyright Law.

Pursuant to Article 1 paragraph (1) Indonesian

Copyright Law, copyright is defined as exclusive rights on a creation of the creator that automatically arises based upon the declarative

principle right after a creation is manifested in a real form.

Based on Article 40 paragraph (1) Indonesian Copyright Law, computer programs

are one of the creations that are protected under copyright title.

rights and economic rights are protected under the.

Moral rights are rights that confer upon the creator the right to attach the creator’s

name to the creation, to limit the right of others to modify the creation or change the creation’s name, and to defend his/her

personal rights if the creation is distorted, mutilated or modified or the creator’s reputation is otherwise diminished.

rights consist of rights that grant powers to the creator to publish, copy, translate, adapt or transform, distribute the original or

the copy, show, announce, communicate, and lease the creation.

Parties who want to exercise the economic rights must have a creator or

rights on computer program prevail eternally and economic rights prevail for 50 years after the announcement of the creation.

meant by “announcement” in the Indonesian Copyright Law is a reading, broadcast, exhibition of the creation by any media

either electronic or non-electronic or an activity with any means, so a creation could be read, heard, or seen by any person.

App first launched in May 2017 and the protection prevails 50 years from that date.

WalletKu is currently in the initial phase of obtaining a copyright registration of the WalletKu App with the Ministry of Law and Human

Right (MoLHR) in Indonesia.

The documentation of copyright in the MoLHR functionally serves as a legal proof of the creation of the work.

on Anti-money Laundering and Prevention of Terrorism Financing

and Eradication of Money Laundering

8 of 2010 on Prevention and Eradication of Money Laundering regulates the types of transactions which are required to be reported

to the Indonesian Financial Transaction Reports and Analysis Center (the “PPATK”), and the entities responsible to report

such transactions.

Under this law, any party who conceals or disguises the origin, source, location, allocation, assignment, or actual

ownership or assets known or reasonably suspected to be proceeds of crimes may be subject to monetary sanctions of up to IDR5 billion

(US$336,468) and imprisonment of up to 20 years.

Financial service providers must comply with know-your-customer principles and report

suspicious financial transactions that it believes is related to money laundering to the PPATK.

The reporting party is required to report

to PPATK any suspicious financial transactions, and any transaction entered into with its customers having a minimum amount of IDR500

million (US$33,646.81), or an equivalent value in other currencies, and/or any financial transaction involving the transfer of funds

from and to other countries, no later than 14 business days after the transaction is conducted.

to submit a report may subject the reporting party to administrative sanction(s) which will be imposed by the supervisory and regulatory

body in the form of a warning letter, public announcement on the action or sanction and/or an administrative penalty.

and Eradication of Terrorism Financing

9 of 2013 on the Prevention and Eradication of Terrorism Financing was enacted in order to prevent the funding of terrorists.

this regulation, an act of terrorism financing is defined as direct and/or indirect acts in order to provide, collect, grant, or loan

funds to persons that knowingly would use the funds to conduct terrorist acts.

Companies that fund terrorism in Indonesia may face large

monetary fines, have their assets seized and their permits revoked.

Moreover, such companies may also be dismantled or expropriated by

the government.

Financial service providers must comply with know-your-customer principles and report suspicious financial transactions

that it believes is related to terrorism to the PPATK.

Failure to do so will result in fines of up to IDR1 billion (US$67,293.62).

service providers that provide fund transfer services must also request the sender of funds to present identification and information

explaining the purpose of the fund transfer and must keep a record of all transactions for at least five years.

Funds of the alleged

financers of terrorism may be frozen upon the request of the PPATK, investigators, public prosecutors, a judge, and other legally designated

March 25, 2003, the House of Representatives enacted Law No.

13 of 2003 on Manpower, or the Indonesia Manpower Law.

Under the Indonesia

Manpower Law, we are not allowed to pay our employee wages below the minimum wage stipulated annually by the relevant provincial, regency

or municipal government.

The minimum wage is set in accordance with the need for a decent standard of living, taking into consideration

the productivity and growth of the economy.

If we fail to abide by requisite minimum wage regulations in the Indonesia Manpower Law,

our directors may be liable to a term of imprisonment of no less than one year and up to four years.

Moreover, we may also be subject

to a fine of up to IDR400 million US$26,917.45).

has adopted social protection and social welfare programs for employees who are working in Indonesia under Law No.

24 of 2011 on the

Social Security Agency, or the Indonesia Social Security Agency Law.

The Indonesia Social Security Agency Law establishes two social

welfare programs, namely, the healthcare social security insurance and employment social security.

Employment social security covers

workers compensation, pensions and life insurance.

Under the Indonesia Social Security Agency Law, an employer is required to register

itself and its employees as employment social security participants.

If an employer fails to comply with this obligation, it will be

subject to a written warning, fines and/or exclusion from certain public services.

The Indonesia Social Security Agency Law further stipulates

that an employer that violates its obligation to provide the requisite financial contributions to healthcare social security insurance

and employment social security will be subject to up to eight years of imprisonment and fines of up to IDR1 billion (US$67,293.62).

addition, pursuant to the Indonesia Manpower Law, every person, including foreign nationals, who is employed for at least six months

in Indonesia, must participate in the social security programs in Indonesia.

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-K

Item 1. Business