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Item 1A. Risk Factors

2025-04-14 compared with 2024-03-27 · 1871 added, 1826 removed, 28 unchanged (99% of the section changed)

Annual Report contains forward-looking information based on our current expectations.

You should carefully consider the risks and uncertainties

described below together with all of the other information contained in this Annual Report, including our consolidated financial statements

and the related notes appearing at the end of this Annual Report, before deciding whether to invest in our units.

If any of the following

events occur, our business, financial condition and operating results may be materially adversely affected.

In that event, the trading

price of our securities could decline, and you could lose all or part of your investment.

For risk factors related to Seamless and the

Business Combination, please review the Registration Statement on Form S-4 filed by the Company, including the preliminary proxy statement/prospectus

of the Company included therein, as previously amended and as further amended after the date hereof, and the definitive proxy statement/prospectus

to be filed by the Company.

Related to Our Business and Financial Position

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 at least until the Third Extended Date, it could limit the amount available

to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from

our Sponsor or management team to fund our search and to complete our initial business combination.

the net proceeds of the IPO and the sale of the private placement warrants, only $1,600,000 was available to us initially outside the

Trust Account to fund our working capital requirements.

Of the funds available to us, we could use a portion of

the funds available to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion

of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed

to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable

to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention

If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target

business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient

funds to continue searching for, or conduct due diligence with respect to, a target business.

we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to

operate or may be forced to liquidate.

Neither our Sponsor, members of our management team nor any of their affiliates is under any obligation

to advance funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the Trust Account or from

funds released to us upon completion of our initial business combination.

Up to $1,500,000 of such loans may be convertible into private

placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender.

Such warrants

would be identical to the private placement warrants.

Prior to the completion of our initial business combination, we do not expect to

seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan

such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

If we are unable to complete

our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate

the Trust Account.

Consequently, our public shareholders may only receive an estimated $11.36 per share, or possibly less, on our redemption

of our public shares, and our warrants will expire worthless.

September 13, 2023, INFINT issued an unsecured promissory note (the “Amended Note”) in the principal amount of up to $400,000

to the Sponsor, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by INFINT.

Note amended, replaced and superseded in its entirety an unsecured promissory note in the principal amount of up to $150,000, dated May

1, 2023 (the “Original Note”), and any unpaid principal balance of the indebtedness evidenced by the Original Note has been

merged into and evidenced by the Amended Note.

The Amended Note does not bear interest and the principal balance will be payable on the

date on which INFINT consummates its initial business combination (such date, the “Maturity Date”).

In the event INFINT consummates

its initial business combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding under the Amended

Note into that number of Working Capital Warrants equal to the portion of the principal amount of the Amended Note being converted divided

by $1.00, rounded up to the nearest whole number.

The terms of the Working Capital Warrants, if any, would be identical to the terms

of the private placement warrants issued by INFINT at the time of its IPO, including the transfer restrictions applicable thereto.

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

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

As of December 31, 2023, $325,000 is outstanding under the Amended Note.

On March 6, 2024, the Company issued an unsecured promissory note (the “Seamless Note”) in the principal

amount of up to $500,000 to Seamless, which may be drawn down from time to time prior to the Maturity Date (upon request by the Company.

The Seamless Note does not bear interest and the principal balance will be payable on the Maturity Date.

The Seamless Note is subject

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

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

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely

affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

other than the Amended Note and Seamless Note, we have no commitments as of the date of this Annual Report to issue any notes or other

debt securities, or to otherwise incur outstanding debt following the IPO, we may choose to incur substantial debt to complete our initial

business combination.

We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender

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

As such, no issuance of debt

will affect the per-share amount available for redemption from the Trust Account.

Nevertheless, the incurrence of debt could have a variety

of negative effects, including:

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such

financing while the debt security is outstanding;

inability to pay dividends on our Class A ordinary shares;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution

of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target

business, which could compel us to restructure or abandon a particular business combination.

intend to select target businesses, such as Seamless, 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.

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 redemption by public shareholders, we may be required to seek

additional financing to complete such proposed initial business combination.

Such financing might not be available on acceptable terms,

To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,

we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target

business candidate.

Further, we may be required to obtain additional financing in connection with the closing of our initial business

combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses,

the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase

of other companies.

If we are unable to complete our initial business combination, our public shareholders may only receive their pro

rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire

In addition, even if we do not need additional financing to complete our initial business combination, we may require such

financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse

effect on the continued development or growth of the target business.

None of our officers, directors or shareholders is required to

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

are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by

geopolitical instability due to the ongoing military conflicts such as those between Russia and Ukraine, and between Israel and Hamas.

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

adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other

geopolitical tensions.

and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the

military conflict between Russia and Ukraine.

On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported.

Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market

disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business.

Additionally,

Russia’s prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine

and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, European

Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the

so-called Luhansk People’s Republic, including agreement to remove certain Russian financial institutions from the Society for

Worldwide Interbank Financial Telecommunication payment system, expansive ban on imports and exports of products to and from Russia and

ban on exportation of U.S.

denominated banknotes to Russia or persons locates there.

Additional potential sanctions and penalties have

also been proposed and/or threatened.

Russian military actions and the resulting sanctions could adversely affect the global economy

and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to

obtain additional funds.

In early October 2023, Hamas launched assaults against Israeli citizens in Gaza.

Israel has responded aggressively

with operations inside Gaza against Hamas.

The foregoing events have caused substantial regional instability and world-wide concern and

potential involvement.

Any of the abovementioned factors could affect our ability to search for a target and consummate a business combination.

The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial.

Any such disruptions may also magnify the impact of other risks described in this Annual Report.

have identified a material weakness in our internal control over financial reporting as of December 31, 2023.

If we are unable to develop

and maintain an effective system of internal control over financial reporting, we may not be able to accurately report its financial

results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and

operating results.

have identified a material weakness in our internal controls over financial reporting related to the disclosure of the cash flow financing

activities, and investing activities in relation to the redemption of Series A ordinary shares, as further described in our Current Report

on Form 8-K filed with the SEC on August 7, 2023.

A material weakness is a deficiency, or a combination of deficiencies, in internal

control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial

statements will not be prevented or, detected and corrected on a timely basis.

In such a case, we may be unable to maintain compliance

with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements,

investors may lose confidence in our financial reporting, our securities price may decline and we may face litigation as a result.

effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

light of the material weakness identified, although we have to identify and appropriately apply applicable accounting requirements, we

plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand

the nuances of the complex accounting standards that apply our financial statements.

The plans at this time include providing enhanced

access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals

with whom we consult regarding complex accounting applications.

These remediation measures may be time consuming and costly and there

is no assurance that these initiatives will ultimately have the intended effects.

There can be no assurance that the measures taken to

date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Related to Our Proposed Initial Business Combination

public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,

holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though

a majority of our public shareholders do not support such a business combination.

Your only opportunity to effect your investment decision

regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder

approval under applicable law or stock exchange listing requirements.

In such case, the decision as to whether we will seek shareholder

approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us,

solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the

transaction would otherwise require us to seek shareholder approval.

Even if we seek shareholder approval, the holders of our founder

shares will participate in the vote on such approval.

Accordingly, we may complete our initial business combination even if holders of

a majority of our ordinary shares do not approve of the business combination we complete.

the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial

business combination.

Since our Board may complete a business combination without seeking shareholder approval, public shareholders may

not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote.

Accordingly, your only opportunity

to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within

the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders

in which we describe our initial business combination.

we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in

favor of such initial business combination, regardless of how our public shareholders vote.

initial shareholders owned 22.58% of our issued and outstanding ordinary shares immediately following the completion of the IPO.

Following the Third Extension, our initial shareholders beneficially own

55.13% of our issued and outstanding ordinary shares.

initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination.

Our Charter provides that, if we seek shareholder approval of an initial business combination, such initial business combination will

be approved if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority

of the shareholders who attend and vote at a general meeting of the company, including the founder shares.

Because our initial shareholders own 55.13% of the issued and outstanding ordinary shares, we do not need any public

be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding

shares are voted).

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.

may seek to enter into a business combination transaction agreement with 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.

If too many public shareholders exercise their redemption rights, we would not be able to meet such closing

condition and, as a result, would not be able to proceed with the business combination.

The amount of the deferred underwriting commissions

payable to the underwriter will not be adjusted for any shares that are redeemed in connection with a business combination and such amount

of deferred underwriting discount is not available for us to use as consideration in an initial business combination.

Furthermore, in

no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting

commissions, to be less than $5,000,001 upon completion of our initial business combination, or any greater net tangible asset or cash

requirement that may be contained in the agreement relating to our initial business combination.

Consequently, if accepting all properly

submitted redemption requests would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less

than $5,000,001 upon completion of our initial business combination or less than such greater amount necessary to satisfy a closing condition

as described above, we would not proceed with such redemption of our public shares and the related business combination, and we may instead

search for an alternate business combination.

Prospective targets will be aware of these risks and, thus, may be reluctant to enter into

a business combination transaction with us.

If we are able to consummate an initial business combination, the per-share value of shares

held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions.

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.

the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their

redemption rights in connection with the approval of the business combination, and therefore will need to structure the transaction based on our expectations as to the number of shares that

will be submitted for redemption.

If our initial business combination agreement requires us to use a portion of the cash in the

Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a

portion of the cash in the Trust Account to meet such requirements, or arrange for third party financing.

In addition, if a larger

number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a

greater portion of the cash in the Trust Account or arrange for third party financing.

Raising additional third-party financing may

involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

Furthermore, this dilution

would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A

ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial

business combination.

In addition, the amount of the deferred underwriting commissions payable to the underwriter will not be

adjusted for any shares that are redeemed in connection with an initial business combination.

The per-share amount we will

distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission

and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting

The above considerations may limit our ability to complete the most desirable business combination available to us or

optimize our capital structure.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability

that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

our initial business combination requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires

us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased.

If our initial business combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate

the Trust Account.

If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;

however, at such

time our shares may trade at a discount to the pro rata amount per share in the Trust Account.

In either situation, you may suffer a

material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we

liquidate or you are able to sell your shares in the open market.

requirement that we complete our 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.

potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete

our initial business combination prior the Third Extended Date.

Consequently, such target

business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination

with that particular target business, we may be unable to complete our initial business combination with any target business.

will increase as we get closer to the timeframe described above.

In addition, we may have limited time to conduct due diligence and may

enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

search for a business combination, and any partner business with which we ultimately complete a business combination, may be materially

adversely affected by the past and ongoing impacts of coronavirus (COVID-19) pandemic, other events and the status of debt and equity

COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of

other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business of any potential target

business with which we consummate a business combination could be materially and adversely affected.

Furthermore, we may be unable to

complete a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with

potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate

a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combination will depend on future developments,

which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 (including

variant mutations of the virus) and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19

or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an

extensive period of time, our ability to consummate a business combination, such as the proposed business combination with Seamless,

or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

addition, our ability to consummate a transaction may be dependent upon its ability to raise equity and debt financing which may be impacted

by COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including

as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable

to us or at all.

we are unable to consummate our initial business combination prior to the Third Extended Date, our public shareholders may be forced to wait beyond the Third Extended Date before redemption from our Trust Account.

we are unable to consummate our initial business combination prior to the Third Extended Date,

the funds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable

and up to $100,000 of interest income to pay dissolution expenses), will be used to fund the redemption of our public shares, as further

described herein.

Any redemption of public shareholders from the Trust Account will be effected automatically by function of our Charter

prior to any voluntary winding up.

If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro

rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with

the applicable provisions of the Companies Act.

In that case, investors may be forced to wait beyond the Third Extended Date before the redemption proceeds of our Trust Account become available to them, and they receive the return

of their pro rata portion of the funds from our Trust Account.

We have no obligation to return funds to investors prior to the date of

our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors

have sought to redeem their Class A ordinary shares.

Only upon our redemption or any liquidation will public shareholders be entitled

to distributions if we are unable to complete our initial business combination.

may not be able to complete our initial business combination within the prescribed timeframe, in which case we would cease all operations

except for the purpose of winding up and we would redeem our public shares and liquidate.

may not be able to find a suitable target business and complete our initial business combination prior to the Third Extended Date.

Our ability to complete our initial business combination may be negatively impacted by general

market conditions, volatility in the capital and debt markets and the other risks described herein.

If we have not completed our initial business combination

within such time period, we will:

(i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible

but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and

up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption

will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders

and our Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to

provide for claims of creditors and in all cases subject to the other requirements of applicable law.

may attempt to complete our initial business combination with a private company about which little information is available, which may

result in a business combination with a company that is not as profitable as we suspected, if at all.

pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company.

Little public information generally exists about private companies, and we could be required to make our decision on whether to pursue

a potential initial business combination on the basis of limited information, which may result in a business combination with a company

that is not as profitable as we suspected, if at all.

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

our initial business combination.

If we are unable to complete our initial business combination, including the proposed business combination

with Seamless, our public shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for

distribution to public shareholders, and our warrants will expire worthless.

expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may

be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for

the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience

in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than

we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe

there are numerous target businesses we could potentially acquire with the net proceeds of the IPO and the sale of the private placement

warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our

available financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain

target businesses.

Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the

time of our initial business combination in conjunction with a shareholder vote or via a tender offer.

Target companies will be aware

that this may reduce the resources available to us for our initial business combination.

Any of these obligations may place us at a competitive

disadvantage in successfully negotiating a business combination, including the proposed business combination with Seamless.

unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in

the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment

or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our

securities, which could cause you to lose some or all of your investment.

if we conduct due diligence on a target business with which we combine, this diligence might not identify all material issues that may

be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of

due diligence, or that factors outside of the target business and outside of our control will not later arise.

As a result of these factors,

we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could

result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously

known risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be non-cash

items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative

market perceptions about us or our securities.

In addition, charges of this nature may cause us to violate net worth or other covenants

to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing

to partially finance the initial business combination or thereafter.

Accordingly, any shareholders or warrant holders who choose to remain

shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities.

Such shareholders

or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction

was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully

bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business

combination contained an actionable material misstatement or material omission.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, if we are

unable to complete the proposed business combination with Seamless, we may enter into our initial business combination with a target

that does not meet such criteria and guidelines, and, as a result, the target business with which we enter into our initial business

combination may not have attributes entirely consistent with our general criteria and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, if we do not complete a business

combination with Seamless, it is possible that a target business with which we enter into our initial business combination will not

have all of these positive attributes.

If we complete our initial business combination with a target that does not meet some or all

of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general

criteria and guidelines.

In addition, if we announce a prospective business combination with a target that does not meet our general

criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us

to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of

addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or

other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business

does not meet our general criteria and guidelines.

If we are unable to complete our initial business combination, our public shareholders

may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders,

and our warrants will expire worthless.

may only be able to complete one business combination with the proceeds of the IPO and the sale of the private placement warrants, which

will cause us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification

may negatively impact our operations and profitability.

may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within

a short period of time.

However, we may not be able to effectuate our initial business combination with more than one target business

because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma

financial statements with the SEC that present operating results and the financial condition of several target businesses as if they

had been operated on a combined basis.

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

may subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our operations

or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete

several business combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success

may depend upon:

performance of a single business, property or asset;

development or market acceptance of a single or limited number of products, processes or services.

lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial

adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

we are unable to complete the Business Combination with Seamless, we may attempt to simultaneously complete business combinations with

multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs

and risks that could negatively impact our operations and profitability.

we are unable to complete the Business Combination with Seamless and determine to simultaneously acquire several businesses that are

owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous

closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial

business combination.

With multiple business combinations, we could also face additional risks, including additional burdens and costs

with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks

associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating

If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete

our initial business combination with which a substantial majority of our shareholders do not agree.

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.

As a result, we may be able to complete our initial business combination even though a substantial majority

of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our

initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender

offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or

any of their affiliates.

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 business

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

all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate

business combination.

are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders

valuation opinions and consequently, our shareholders may have no assurance from an independent source that the price we are paying for

the business is fair to our shareholders from a financial point of view.

we complete our initial business combination with an affiliated entity or our Board cannot independently determine the fair market value

of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion

from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we

are paying is fair to our shareholders from a financial point of view, as is the case with our proposed business combination with Seamless.

If no opinion is obtained, our shareholders will be relying on the judgment of our Board, who will determine fair market value based

on standards generally accepted by the financial community.

Such standards used will be disclosed in our proxy materials or tender offer

documents, as applicable, related to our initial business combination.

could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts

to locate and acquire or merge with another business.

If we are unable to complete our initial business combination, our public shareholders

may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders,

and our warrants will expire worthless.

anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys, consultants and others.

If we decide not to complete a specific initial business combination, the costs incurred up to that

point for the proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target

business, we may fail to complete our initial business combination for any number of reasons including those beyond our control.

such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate

and acquire or merge with another business.

If we are unable to complete our initial business combination, our public shareholders may

only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and

our warrants will expire worthless.

we are unable to complete the Business Combination with Seamless, we may seek acquisition opportunities with an early stage company,

a financially unstable business or an entity lacking an established record of revenue or earnings.

the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking

an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which

These risks include investing in a business without a proven business model and with limited historical financial data, volatile

revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.

Although our officers and directors

will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all

of the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be

outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target

of our Sponsor have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities

that may otherwise be suitable for us.

of our Sponsor currently invest and plan to continue to invest in, incubate, and grow successful businesses in sectors across the financial

services technology industry.

There may be overlap of investment opportunities with affiliates of our Sponsor that are actively investing

and similar overlap with future affiliates of our Sponsor.

This overlap could create conflicts of interest.

In particular, investment

opportunities that may otherwise be suitable for us may not be presented to us by our Sponsor.

This overlap could also create conflicts

in determining to which entity a particular investment opportunity should be presented.

These conflicts may not be resolved in our favor

and a potential target business may be presented to another entity prior to its presentation to us.

members of our management team may be involved in and have a greater financial interest in the performance of other Sponsor entities,

and such activities may create conflicts of interest in making decisions on our behalf.

members of our management team may be subject to a variety of conflicts of interest relating to their responsibilities to our Sponsor

and its other affiliates.

Such individuals may serve as members of management or a board of directors (or in similar such capacity) to

various other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities.

Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities

The other entities in which such individuals may become involved may have investment objectives that overlap with ours.

certain principals and employees may have a greater financial interest in the performance of such other Sponsor affiliated entities than

our performance.

Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of

such other entities.

may not have sufficient funds to satisfy indemnification claims of our directors and officers.

have agreed to indemnify our officers and directors to the fullest extent permitted by law.

However, our officers and directors have

agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against

the Trust Account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only if (i)

we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.

Our obligation to indemnify

our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their

fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and

directors, even though such an action, if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s

investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors

pursuant to these indemnification provisions.

may face risks related to financial technology businesses.

combinations with financial technology businesses may involve special considerations and risks.

If we complete our initial business combination

with a financial technology business, we will be subject to the following risks, any of which could be detrimental to us and the business

the company or business we acquire provides products or services which relate to the facilitation of financial transactions, such

as funds or securities settlement system, and such product or service fails or is compromised, we may be subject to claims from both

the firms to whom we provide our products and services and the clients they serve;

we are unable to keep pace with evolving technology and changes in the financial services industry, our revenues and future prospects

ability to provide financial technology products and services to customers may be reduced or eliminated by regulatory changes;

business or company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data;

with any products or services we provide could damage our reputation and business;

failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business;

may not be able to protect our intellectual property and we may be subject to infringement claims.

of the foregoing could have an adverse impact on our operations following a business combination.

However, our efforts in identifying

prospective target businesses are not limited to financial technology businesses.

Accordingly, if we acquire a target business in another

industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we

operate or target business which we acquire, none of which can be presently ascertained.

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.”

As of December 31,

2023, we had approximately $43,509 of cash on our

operating account and working capital deficit of $ 4,516,047 .

We incurred and expect to

continue to incur significant costs in pursuit of its initial business combination.

We cannot assure you that our plans to raise

capital or to consummate an initial business combination will be successful.

Although we are continuing our pursuit of an initial

business combination, including the proposed Business Combination, there is no assurance that our plans to consummate an initial

business combination will be successful by the Third Extended Date.

As outlined in our amended and restated certificate of

incorporation, if we do not complete an initial business combination by the Third Extended Date, we will cease operations and redeem

our public shares through a wind-up of the Company and liquidation.

These factors, among others, raise substantial doubt about our

ability to continue as a going concern for one year from the issuance of these

financial statements.

Our financial statements contained in this Annual Report do not include any adjustments that might be

necessary should we be unable to continue as a going concern .

Related to Our Operations

management may not be able to maintain control of a target business after our initial business combination.

New management might not

possess the skills, qualifications or abilities necessary to profitably operate such business.

we are unable to complete the Business Combination with Seamless, we may structure our initial business combination so that the post-transaction

company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, 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 us not to be required to register

as an investment company under the Investment Company Act.

We will not consider any transaction that does not meet such criteria.

if the post- transaction company owns 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 business combination company, depending on valuations ascribed to the target and

us in the business combination.

For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary

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% interest in the target.

However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders

immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent

to such transaction.

In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or

group obtaining a larger share of the company’s shares than we initially acquired.

Accordingly, this may make it more likely that

our management will not be able to maintain control of the target business.

are dependent upon our officers and directors and their loss could adversely affect our ability to operate.

operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors.

We believe that

our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination.

In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will

have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations

and monitoring the related due diligence.

We do not have an employment agreement with, or key-man insurance on the life of, any of our

directors or officers.

The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect

ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of

our key personnel, some of whom may join us following our initial business combination.

The loss of key personnel could negatively impact

the operations and profitability of our post-combination business.

ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel.

The role of our key

personnel in the target business, however, cannot presently be ascertained.

some of our key personnel may remain with the target business in senior management or advisory positions following our initial business

combination, it is likely that some or all of the management of the target business will remain in place.

While we intend to closely

scrutinize any individuals we engage after our initial business combination, our assessment of these individuals might not prove to be

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us

to have to expend time and resources helping them become familiar with such requirements.

key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination,

and a particular business combination may be conditioned on the retention or resignation of such key personnel.

These agreements may

provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts

of interest in determining whether a particular business combination is the most advantageous.

key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to

negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously

with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments

and/or our securities for services they would render to us after the completion of the business combination.

Such negotiations also could

make such key personnel’s retention or resignation a condition to any such agreement.

The personal and financial interests of such

individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman

may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business

combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the

target business’s management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities

of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications

or abilities we suspected.

Should the target business’s management not possess the skills, qualifications or abilities necessary

to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their

Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the

reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able

to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating

to the business combination contained an actionable material misstatement or material omission.

officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The loss of a business

combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition

candidate will not wish to remain in place.

officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to

how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial

business combination.

officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest

in allocating their time between our operations and our search for a business combination and their other businesses.

We do not intend

to have any full-time employees prior to the completion of our initial business combination.

Each of our officers is engaged in other

business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific

number of hours per week to our affairs.

Our independent directors also serve as officers and board members for other entities.

officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess

of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our

ability to complete our initial business combination.

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

entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be

the completion of the IPO and until we consummate our initial business combination, we intend to engage in the business of identifying

and combining with one or more businesses.

Each of our officers and directors presently has, and any of them in the future may have,

additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to

present a business combination opportunity to such entity.

Accordingly, they may have conflicts of interest in determining to which entity

a particular business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential target business

may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

to the fullest extent permitted by applicable law, shall contain provisions which state that:

(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, on the one hand, and us, on the other.

addition, our Sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours

or may pursue other business or investment ventures during the period in which we are seeking an initial business combination.

companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination.

we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our

have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect

pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or

have an interest.

In fact, we may enter into a business combination with a target business that is affiliated with our Sponsor, our directors

or officers, although we do not intend to do so.

Nor do we have a policy that expressly prohibits any such persons from engaging for

their own account in business activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between

their interests and ours.

personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target

business and completing a business combination.

Consequently, our directors’ and officers’ discretion in identifying and

selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of

a particular business combination are appropriate and in our shareholders’ best interest.

If this were the case, it would be a

breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals

for infringing on our shareholders’ rights.

However, we might not ultimately be successful in any claim we may make against them

for such reason.

directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in

the Trust Account available for distribution to our public shareholders.

the event that the funds in the Trust Account are reduced below the lesser of (i) $11.36 per share and (ii) the actual amount per public

share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $11.36 per share due to reductions

in the value of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its obligations

or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take

legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors

would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent

directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance

if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable

or if the independent directors determine that a favorable outcome is not likely.

If our independent directors choose not to enforce

these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public shareholders may

be reduced below $11.36 per share.

may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated

with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

light of the involvement of our Sponsor, officers and directors with other entities, we may decide to acquire one or more businesses

affiliated with our Sponsor, officers, directors or existing holders.

Our directors also serve as officers and board members for other

Such entities may compete with us for business combination opportunities.

Our Sponsor, officers and directors are not currently

aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated,

and there have been no substantive discussions concerning a business combination with any such entity or entities.

Although we will not

be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined

that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our independent

and disinterested directors.

Despite our agreement to obtain an opinion from an independent investment banking firm or another independent

entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination

with one or more domestic or international businesses affiliated with our Sponsor, officers, directors or existing holders, potential

conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public

shareholders as they would be absent any conflicts of interest.

our Sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other

than with respect to public shares they may acquire during or after the IPO), a conflict of interest may arise in determining whether

a particular business combination target is appropriate for our initial business combination.

Sponsor paid $25,100, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 5,833,083 founder shares.

The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder

shares issued.

The number of founder shares outstanding was determined based on the expectation that the total size of the IPO would

be a maximum of 19,999,880 units if the underwriter’s over-allotment option is exercised in full, and therefore that such founder

shares would represent 22.58% of the outstanding shares after the IPO.

The founder shares will be worthless if we do not complete an

initial business combination.

In addition, our Sponsor has purchased an aggregate of 7,796,842 private placement warrants for an aggregate

purchase price of $7,796,842, or $1.00 per warrant.

The private placement warrants will also be worthless if we do not complete our initial

business combination.

The personal and financial interests of our officers and directors may influence their motivation in identifying

and selecting a target business combination, completing an initial business combination and influencing the operation of the business

following the initial business combination.

This risk may become more acute as the 36th-month anniversary of the closing of the IPO nears,

which is the current deadline for our completion of an initial business combination.

initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder

vote, potentially in a manner that you do not support.

initial shareholders currently own approximately 55.13% of our issued and outstanding ordinary shares.

Accordingly, they may exert a

substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments

to our Charter.

If our initial shareholders purchase any units in the IPO or if our initial shareholders purchase any additional Class

A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control.

Neither our initial

shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other

than as disclosed in this Annual Report.

Factors that would be considered in making such additional purchases would include consideration

of the current trading price of our Class A ordinary shares.

In addition, our Board, whose members were appointed by our Sponsor, is

and will be divided into three classes, each of which will generally serve for a terms for three years with only one class of directors

being appointed in each year.

We may not hold an annual general meeting to appoint new directors prior to the completion of our initial

business combination, in which case all of the current directors will continue in office until at least the completion of the business

If there is an annual general meeting, as a consequence of our “staggered” Board, only a minority of Board will

be considered for appointment and our initial shareholders, because of their ownership position, will have considerable influence regarding

In addition, the Company has agreed not to enter into a definitive agreement regarding an initial business combination without

the prior consent of our Sponsor.

Accordingly, our initial shareholders will continue to exert control at least until the completion

of our initial business combination.

some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary

shares if we issue certain shares to consummate an initial business combination.

founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation

of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations,

reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional

Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination,

the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 55.13% of the

total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A

ordinary shares by public shareholders in connection with the initial business combination approval), including the total number of Class A ordinary shares issued, or deemed issued or issuable

upon conversion or exercise of any equity- linked securities or rights issued or deemed issued, by the Company in connection with or

in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked

securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial

business combination and any private placement warrants issued to our Sponsor, officers or directors upon conversion of working

capital loans;

provided that such conversion of founder shares will never occur on a less than one-for-one basis.

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

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

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

we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or their affiliates may purchase shares or

public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial

business combination, although they are under no obligation to do so.

There is no limit on the number of shares our initial shareholders,

directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE

However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms

or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase shares or public warrants in

such transactions.

Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of

our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from

public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke

their prior elections to redeem their shares.

The purpose of any such purchases of shares could be to vote such shares in favor of the

business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy

a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing

of our initial business combination, where it appears that such requirement would otherwise not be met.

The purpose of any such purchases

of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to

the warrant holders for approval in connection with our initial business combination.

Any such purchases of our securities may result

in the completion of our initial business combination that may not otherwise have been possible.

Any such purchases will be reported

pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Business — Effecting Our Initial Business Combination” for a description of how our Sponsor,

directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction.

addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number

of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or

trading of our securities on a national securities exchange.

Related to Our Corporate Governance and Shareholder Rights

to the closing of our initial business combination, holders of our founder shares are the only shareholders of the Company which will

have the right to vote on the election of directors.

Therefore, upon the listing of our shares on the NYSE, the NYSE may consider us

to be a “controlled company” within the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain

corporate governance requirements.

to the closing of our initial business combination, holders of our founder shares are the only shareholders of the Company which will

have the right to vote on the election of directions.

As a result, the NYSE may consider us to be a ‘controlled company’

within the meaning of the NYSE corporate governance standards.

Under the NYSE corporate governance standards, a company of which more

than 50% of the voting power is held by an individual, group or another company is a ‘controlled company’ and may elect not

to comply with certain corporate governance requirements, including the requirements that:

have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE;

have a compensation committee of our Board that is comprised entirely of independent directors with a written charter addressing

the committee’s purpose and responsibilities;

have a nominating and corporate governance committee of our Board that is comprised entirely of independent directors with a written

charter addressing the committee’s purpose and responsibilities.

do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the NYSE, subject to applicable

phase-in rules.

However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections

afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity

for our shareholders to appoint directors.

accordance with NYSE corporate governance requirements, we are not required to hold an annual general meeting until no later than one

year after our first fiscal year end following our listing on NYSE.

There is no requirement under the Companies Act for us to hold annual

or extraordinary general meetings to appoint directors.

Until we hold an annual general meeting, public shareholders may not be afforded

the opportunity to appoint directors and to discuss company affairs with management.

Our Board is divided into three classes with only

one class of directors being appointed in each year and each class (except for those directors appointed prior to our first general meeting)

serving a three-year term.

In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to

vote on the appointment of directors until after the consummation of our initial business combination.

order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various

provisions of their charters and other governing instruments, including their warrant agreements.

We cannot assure you that we will not

seek to amend our Charter or governing instruments in a manner that will make it easier for us to complete our initial business combination

that our shareholders may not support.

order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions

of their charters and governing instruments, including their warrant agreements.

For example, special purpose acquisition companies have

amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business

combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or

other securities.

Amending our Charter requires a special resolution under Cayman Islands law, which requires the affirmative vote of

a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and amending our warrant

agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms

of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the

then outstanding private placement warrants.

In addition, our Charter requires us to provide our public shareholders with the opportunity

to redeem their public shares for cash if we propose an amendment to our Charter (A) to modify the substance or timing of our obligation

to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete

an initial business combination prior to the Third Extended Date or (B) with respect to any

other material provisions relating to shareholders’ rights or pre-initial business combination activity.

To the extent any of such

amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would

We cannot assure you that we will not seek to amend our

charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial

business combination.

provisions of our Charter that relate to our pre-business combination activity (and corresponding provisions of the agreement governing

the release of funds from our Trust Account) may be amended with the approval of holders of not less than two-thirds of our ordinary

shares who attend and vote at a general meeting of the company (or 65% of our ordinary shares with respect to amendments to the trust

agreement governing the release of funds from our Trust Account), which is a lower amendment threshold than that of some other special

purpose acquisition companies.

It may be easier for us, therefore, to amend our Charter to facilitate the completion of an initial business

combination that some of our shareholders may not support.

Charter provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds

of the IPO and the private placement of warrants into the Trust Account and not release such amounts except in specified circumstances,

and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, under

Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at

a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account

may be amended if approved by holders of 65% of our ordinary shares.

Our initial shareholders, who collectively beneficially own 55.13%

of our ordinary shares, will participate in any vote to amend our Charter and/or trust agreement and will

have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of our Charter which govern

our pre-business combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability

to complete a business combination with which you do not agree.

Our shareholders may pursue remedies against us for any breach of our

Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our

Charter (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination

or to redeem 100% of our public shares if we do not complete our initial business combination prior to the Third Extended Date or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial

business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares

upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided

by the number of then outstanding public shares.

Our shareholders are not parties to, or third- party beneficiaries of, these agreements

and, as a result, will not have the ability to pursue remedies against our Sponsor, officers or directors for any breach of these agreements.

As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and

all of our assets will be located outside the United States;

therefore, investors may not be able to enforce federal securities laws

or their other legal rights.

is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States

and all of our assets will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible,

for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers

or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers

under United States laws.

letter agreement with our Sponsor, certain advisor transferees, officers and directors and EF Hutton by virtue of its ownership of representative

shares may be amended without shareholder approval.

letter agreement with our Sponsor, certain advisor transferees, officers and directors and EF Hutton by virtue of its ownership of representative

shares contain provisions relating to transfer restrictions of our founder shares and private placement warrants, indemnification of

the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account.

The letter agreement

may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the founder shares for

185 days following November 22, 2021 will require the prior written consent of the underwriter).

While we do not expect our Board to

approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our Board, in exercising

its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement.

amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an

investment in our securities, would be considered in making such additional purchases would include consideration of the current trading

price of our Class A ordinary shares.

grant of registration rights to our initial shareholders and holders of our private placement warrants may make it more difficult to

complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class

A ordinary shares.

to an agreement to be entered into concurrently with the issuance and sale of the securities in the IPO, our initial shareholders and

their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders

of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the

Class A ordinary shares issuable upon exercise of the private placement warrants, and holders of securities that may be issued upon conversion

of working capital loans may demand that we register such units, shares, warrants or the Class A ordinary shares issuable upon exercise

of such warrants.

We will bear the cost of registering these securities.

The registration and availability of such a significant number

of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares.

the existence of the registration rights may make our initial business combination more costly or difficult to conclude.

This is because

the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration

to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our

initial shareholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted

transferees are registered.

we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to

protect your rights through the U.S.

Federal courts may be limited.

are an exempted company incorporated under the laws of the Cayman Islands.

Although our principal place of business is based in the United

States, it may still be difficult for investors to effect service of process within the United States upon our directors or officers,

or enforce judgments obtained in the United States courts against our directors or officers.

corporate affairs will be governed by our Charter, the Companies Act (as the same may be supplemented or amended from time to time) and

the common law of the Cayman Islands.

We will also be subject to the federal securities laws of the United States.

The rights of shareholders

to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under

Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.

The common law of the Cayman Islands is derived

in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose

courts are of persuasive authority, but are not binding on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary

responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent

in some jurisdictions in the United States.

In particular, the Cayman Islands has a different body of securities laws as compared to

the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate

In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the

the context otherwise requires, all references in this subsection to the “Company,” “Seamless,” “we,”

“us” or “our” refer to the business of Seamless prior to the consummation of the Business Combination, which

is the business of Currenc following the consummation of the Business Combination.

Related to Our Business, Industry, and Operations

may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments

in unsuccessful new products and services.

significant and disruptive technological changes continue to impact the industries in which we operate, including developments in electronic

and mobile wallets and payments, money transfer, payment card tokenization, social commerce (i.e., e-commerce through social networks),

authentication, virtual currencies, blockchain technologies, machine learning and artificial intelligence.

We cannot predict the effects

of technological changes on our business.

In addition to our own initiatives and innovations, we rely in part on third parties for the

development of and access to new technologies.

We expect that new services and technologies applicable to the industries in which we

operate will continue to emerge and may be superior to, or render obsolete, the technologies we currently use in our products and services.

Developing and incorporating new technologies into our products and services may require substantial expenditures, take considerable

time, and ultimately may not be successful.

In addition, our ability to adopt new services and develop new technologies may be inhibited

by industry-wide standards, new laws and regulations, resistance to change from consumers or merchants, or third parties’ intellectual

property rights.

Our success will depend on our ability to develop new technologies and adapt to technological changes and evolving industry

face significant competition in the markets in which we operate, and we may fail to successfully compete against current or future competitors.

compete in a large number of markets characterized by vigorous competition, changing technology, changing customer needs, evolving industry

standards and frequent introductions of new products and services.

Money transfer and electronic payment services compete in a concentrated

industry, with a small number of large competitors and a large number of small, niche competitors.

Our competitors include domestic and

regional mobile wallets, money transfer (customer-to-customer and customer-to-business) specialists, providers of digital payment solutions,

traditional financial institutions, other well-established companies (such as social media platforms or applications) that develop electronic

payment services, third parties that host electronic payment services, billers offering their own electronic payment services and other

financial institutions.

See “ Business-Competition Analysis ” for further details on our competitors.

expect competition to intensify in the future as existing and new competitors introduce new services or enhance existing services.

compete against many companies to attract customers.

Some of these companies have a longer operating history, greater financial resources

and substantially larger customer bases than we do.

Some of these companies may also be tied to established banks and other financial

institutions and may therefore offer greater liquidity and generate greater consumer confidence in the safety and reliability of their

services than ours.

Some of these companies link digital payment solutions to their other existing services, such as social media platforms

or applications, and such synergies may help them develop their customer bases more effectively than us, especially where these existing

services have been successful for a considerable period of time and have already gained customer confidence and reliance.

above competitors may devote greater resources than we do to the development, promotion and sale of products and services, and they may

be more effective in introducing innovative products and services.

Mergers and acquisitions by or among these companies may lead to even

larger competitors with more resources.

Failure to keep pace with our competitors would hinder our growth.

also expect new entrants to offer competitive products and services.

For example, established banks and other financial institutions,

existing social media platform and application service providers and other financial technology (“fintech”) startups that

have yet to provide digital payment services could develop such technologies and enter the market.

Companies already operating digital

payment services in other Asian countries could also quickly enter into the region where we operate.

merchants have longstanding preferential or near-exclusive relationships with our competitors to accept payment cards and/or other services

that we offer.

These exclusive or near-exclusive relationships may make it difficult or cost prohibitive for us to gain additional market

share with respect to these merchants.

If we are unable to differentiate ourselves from and successfully compete with our competitors,

our business will suffer serious harm.

may also face pricing pressures from competitors.

If we fail to price our services appropriately relative to our competitors, consumers

may not use our services, which could adversely affect our business and financial results.

For example, the number of our transactions

in certain key corridors where we face intense competition could be adversely affected by increasing pricing pressures between our money

transfer services and those of some of our competitors, which could adversely affect our financial results.

Our competitors have at times

offered special foreign exchange rate promotions on their global money transfer services in order to attract business which has negatively

impacted our business.

On the other hand, if we reduce prices in order to more effectively compete in these corridors, this could also

adversely affect our financial results.

operations are dependent on our proprietary and external technology platforms and comprehensive ecosystems, and any systems failures,

interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our products or services could

result in harm to our business and our brand, loss of users, customers and partners and subject us to substantial liability.

systems and those of our third-party service providers, including data center facilities, may experience hardware breakdown, service

interruptions, computer viruses, denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural

disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks and other

geopolitical unrest, or other events.

when too many customers connect to our platform within a short period of time, we have in the past and may in the future experience system

interruptions that render our platforms temporarily unavailable and prevent us from efficiently completing payment transactions.

systems are also subject to break-ins, sabotage, and acts of vandalism.

While we have backup systems and contingency plans for certain

aspects of our operations and business processes, our planning does not account for all possible scenarios and eventualities.

have experienced and will likely continue to experience denial-of-service attacks, system failures, and other events or conditions that

interrupt the availability or reduce the speed or functionality of our products and services.

In addition, we may need to incur significant

expenses to repair or replace damaged equipment and to remedy data loss or corruption as a result of these events.

A prolonged interruption

in the availability or reduction in the speed or other functionality of our products or services could also materially and permanently

harm our reputation, business and revenue.

Frequent or persistent interruptions in our products and services could cause merchants, partners

and users to believe that our products and services are unreliable, leading them to switch to our competitors or to stop using our products

and services.

Moreover, to the extent that any system failure or similar event causes losses to our customers or their businesses, these

customers could seek compensation from us and those claims, even if unsuccessful, together with potential regulatory investigations,

would likely be time-consuming and costly for us to address, and could divert management’s attention from operating our business.

of our agreements with third-party service providers do not require those providers to indemnify us for losses resulting from any disruption

Our agreements with some of our partners require us to indemnify them for losses resulting from any disruption in our services.

As a result, our financial results may be significantly harmed.

we fail to recruit new remittance partners and users or retain our existing remittance partners and users, our business and revenue will

must continually recruit new partners, merchants and users and retain existing partners, merchants and users in order to grow our business.

Our ability to do so depends in large part on the success of our marketing efforts, our ability to enhance our services and our overall

operating performance, to keep pace with changes in technology and our competitors and to expand our marketing partnerships and disbursement

have invested in software and technology in the past, and we expect to continue to spend significant amounts to acquire new partners,

merchants and users and to keep existing remittance partners, merchants and users loyal to our service.

We cannot assure you that the

revenue from each partner, merchant and user we acquire will ultimately exceed the marketing, technology and development and promotion

costs associated with acquiring them.

We may not be able to acquire new partners, merchants and users in sufficient numbers to continue

to grow our business, or we may be required to incur significantly higher expenses in order to acquire new partners, merchants and users.

If the level of usage by our existing partners, merchants and users declines or does not continue as expected, we may suffer a decline

A decrease in the level of usage would harm our business and revenue.

business depends on our strong and trusted brands, and any failure to maintain, protect and enhance our brands would harm our business.

brands under which we operate our business, including Tranglo and WalletKu, are important to our business.

Our brands are predicated

on the idea that partners, merchants and users will trust us and find value in building and growing their businesses with our products

and services.

Maintaining, protecting and enhancing our brand are critical to expanding our base of partners, merchants and users, as

well as increasing engagement with our products and services.

This will depend largely on our ability to maintain trust, be a technology

leader, and continue to provide high-quality and secure products and services.

Any negative publicity about our industry, our company,

our controlling shareholder, the quality and reliability of our products and services, our risk management processes, changes to our

products and services, our ability to effectively manage and resolve partners’, merchants’ and users’ complaints, our

privacy and security practices, litigation, regulatory activity, the experience of partners, merchants and users with our products or

services, and changes in the public opinion of us, could harm our reputation and the confidence in and use of our products and services.

Harm to our brand can arise from many sources, including failure by us or our partners to satisfy expectations of service and quality;

technological delays or failures;

inadequate protection of sensitive information;

compliance failures and claims;

litigation and other

employee misconduct;

and misconduct by our partners, service providers or other counterparties.

If we do not successfully maintain

strong and trusted brands, our business could be materially and adversely affected.

services must integrate with a variety of operating systems, networks and devices.

are dependent on the ability of our products and services to integrate with a variety of operating systems and networks.

in these systems or networks that degrade the functionality of our products and services, impose additional costs or requirements on

us, or give preferential treatment to competitive services, including their own services, could seriously harm the levels of usage of

our products and services.

We also rely on bank platforms to process some of our transactions.

If there are any issues with or service

interruptions in these bank platforms, users may be unable to have their transactions completed in a timely manner or at all, which would

have a material adverse effect on our business and results of operations.

In addition, our hardware interoperates with mobile networks

offered by telecom operators and mobile devices developed by third parties.

Changes in these networks or in the design of these mobile

devices may limit the interoperability of our hardware or software with such networks and devices and require modifications to our hardware

If we are unable to ensure that our hardware or software continues to interoperate effectively with such networks and devices,

or if doing so is costly, our business may be materially and adversely affected.

are experiencing ongoing rapid change and significant growth in our business and we may not succeed in managing or expanding our business

across the expansive and diverse markets in which we operate.

business has become increasingly complex as we have expanded the number of platforms that we operate, the jurisdictions in which we operate,

the types of products and services we offer, and the overall scale of our operations.

We have significantly expanded and expect to continue

to expand our headcount, office facilities, technology infrastructure and corporate functions.

Failure to continue to do so could negatively

affect our business.

Moreover, the jurisdictions in which we operate are diverse and fragmented, with varying levels of economic and

infrastructure development, and often do not operate efficiently across borders as a single or common market.

Managing our growing businesses

across these emerging markets requires considerable management attention and resources.

Should we choose to expand into additional markets,

these complexities and challenges could further increase.

Each market presents its own unique challenges, and the scalability of our

business is dependent on our ability to tailor our content and services to this diversity.

In addition, the pace of regulatory change

in the various jurisdictions in which we operate has been, and is expected to continue to be, rapid, while the impact and consequences

of such change on our operations and our level of risk may be difficult to anticipate.

a result of the pace of change in the types of products and services we offer and the number of jurisdictions in which we operate, we

face the risk that our management and employees may not have the capacity to appropriately attend to all necessary aspects of our business.

For example, our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments

or against all types of risks, or be fully effective to identify, monitor, manage and remediate key risks.

Additionally, our risk detection

systems may be subject to a “false positive” risk detection rate, potentially making it difficult to identify real risks

in a timely manner.

as our business has grown and our service offerings have evolved, certain of our processes and systems have continued to rely on manual

inputs which are more prone to errors and faults than more automated processes.

There is a risk that the pace of our automation and systemization

of these manual processes will be insufficient to prevent significant operational, reporting and regulatory errors.

growing multi-market operations also require certain additional costs, including costs relating to staffing, logistics, intellectual

property protection, tariffs and potential trade barriers.

Moreover, we may become subject to risks associated with:

and retaining talented and capable management and employees in various markets;

caused by distance, language and cultural differences;

products and services that appeal to the tastes and preferences of users in multiple markets;

our businesses in a manner that complies with local laws and practices, which may differ significantly from market to market;

adequate internal and accounting control across various markets, each with its own accounting principles that must be reconciled

GAAP upon consolidation;

exchange rate fluctuations;

protectionist

laws and business practices;

local tax regimes;

political, economic and social instability;

costs associated with doing business in multiple markets.

of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

we fail to successfully identify and manage any of the above or other significant changes facing the business, or to identify and manage

the risks to which we are or may be exposed, or successfully respond to technological developments in the industry, we may experience

a material adverse effect on our business, financial condition and results of operations.

cross-border payment and money transfer services are exposed to foreign exchange risk.

ability of our subsidiaries to effect cross-border payments and money transfers may be restricted by the foreign exchange control policies

in the countries where we operate.

example, Malaysia’s foreign exchange policies support the monitoring of capital flows into and out of the country in order to preserve

its financial and economic stability.

The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of

the Central Bank of Malaysia (Bank Negara Malaysia) (“BNM”) via a set of foreign exchange administration rules (“FEA

The FEA Rules, which monitor and regulate both residents and non-residents currently provide that non-residents are free

to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time, including capital,

divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax.

In the event Malaysia or any other country where we operate introduces any foreign exchange restrictions in the future, we may be affected

in our ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries.

exchange control law in Indonesia provides that money transfer operators shall only make transfers to operators that are licensed in

their respective jurisdictions.

The arrangement between Indonesian money operators and their foreign counterparts is subject to approval

if it exceeds a certain threshold (US $25,000) from Bank Indonesia, the central bank of Indonesia.

Further, a party wishing to convert

an amount of Indonesian Rupiah into foreign currency that exceeds certain thresholds 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, the person only needs to declare in a duly stamped letter that their aggregate foreign currency

purchases have not exceeded the monthly threshold set forth in the Indonesian banking system.

face risks in expanding into new geographic regions.

plan to continue expanding into new geographic regions, and we currently face and will continue to face risks entering markets in which

we have limited or no experience and in which we may not be well-known.

Offering our services in new geographic regions often requires

substantial expenditures and takes considerable time, and we may not be successful enough in these new geographies to recoup our investments

in a timely manner or at all.

We may be unable to attract a sufficient number of merchants, partners or users, fail to anticipate competitive

conditions, or face difficulties in operating effectively in these new markets.

The expansion of our products and services globally exposes

us to risks relating to staffing and managing cross-border operations;

increased costs and difficulty protecting intellectual property

and sensitive data;

tariffs and other trade barriers;

differing and potentially adverse tax consequences;

increased and conflicting regulatory

compliance requirements, including with respect to data privacy and security;

lack of acceptance of our products and services;

caused by distance, language, and cultural differences;

exchange rate risk;

and political instability.

Accordingly, our efforts to expand

our global operations may not be successful, which could limit our ability to grow our business.

Acquisitions,

partnerships, joint ventures, entries into new businesses, and divestitures could disrupt our business, divert management attention and

harm our financial conditions.

have in the past engaged in acquisitions and partnerships.

In the future, we may engage in similar ventures, including joint ventures,

new businesses, mergers and other growth opportunities such as the purchase of assets and technologies, especially as we expand into

Acquisitions, partnerships or joint ventures and the subsequent integration of new companies or businesses require significant

attention from our management, in particular to ensure that the corporate action does not disrupt any existing collaborations, or affect

our users’, partners’ and merchants’ opinions and perceptions of our services and customer support.

Investments and

acquisitions could result in the use of substantial amounts of cash, increased leverage, potentially dilutive issuances of equity securities,

goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired

business, and the invested or acquired assets or businesses may not generate the financial results we expect.

Moreover, the costs of

identifying and consummating these transactions may be significant.

In addition to receiving the necessary corporate governance approvals,

we may also need to obtain approvals and licenses from relevant government authorities for the acquisitions to comply with applicable

laws and regulations, which could result in increased costs and delays.

example, in November 2018, we acquired Tranglo, a leading provider of cross-border payment processing services worldwide.

In July 2018,

we acquired WalletKu, based in Indonesia, which provides mobile payment and airtime top-up services in Indonesia.

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

acquisitions of Tranglo and WalletKu, and the subsequent integration of these and future acquired businesses into ours, have required

and will require significant attention from our management, in particular to ensure that the acquisitions or partnerships do not disrupt

any existing collaborations, or affect our users’, partners’ and merchants’ opinions and perceptions of our services

and customer support.

Whether we realize the anticipated benefits from these acquisitions or partnerships depends, to a significant extent,

on the integration of the target businesses into our group, the performance and development of the underlying services or technologies,

our correct assessment of assumed liabilities and the management of the relevant operations.

We may not be able to successfully integrate

these businesses or products and the integration may divert our management’s focus from our core business and result in disruption

to our normal business operations.

The diversion of our management’s attention and any difficulties encountered in the integration

could have a material adverse effect on our ability to manage our business.

disclosure of sensitive or confidential merchant, partner or user information or our failure or the perception that we failed to comply

with privacy laws or properly address privacy concerns could harm our business and standing with merchants, partners and users.

collect, store, process, and use large amounts of personal information and other sensitive data in our business.

A significant risk associated

with our industry is the secure transmission of confidential information over public networks.

The perception of privacy concerns, whether

or not valid, may harm our business and results of operations.

We must ensure that all processing, collection, use, storage, dissemination,

transfer and disposal of data for which we are responsible comply with relevant data protection and privacy laws, which differ from jurisdiction

to jurisdiction.

The protection of our merchant, partner, user and company data is critical to us.

We rely on commercially available

systems, software, tools and monitoring to provide secure processing, transmission and storage of confidential information, such as names,

addresses, personal identification numbers, payment card numbers and expiration dates, bank account information, purchase histories and

the security measures we have in place, our facilities and systems, and those of our third-party service providers, may be vulnerable

to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events,

and our security measures may fail to prevent security breaches.

Any security breach, or any perceived failure involving the misappropriation,

loss or other unauthorized disclosure of confidential information, as well as any failure or perceived failure to comply with laws, policies,

legal obligations or industry standards regarding data privacy and protection, whether by us or our merchants or partners, could damage

our reputation, expose us to litigation risk and liability, require us to expend significant funds to remedy problems and implement measures

to prevent further breaches, subject us to regulatory scrutiny and potential fines or other disciplinary actions, subject us to negative

publicity, disrupt our operations and have a material adverse effect on our business and standing with merchants, partners and users.

to deal effectively with fraud, fictitious transactions, failed transactions or negative customer experiences would increase our loss

rate and harm our business, and could severely diminish merchant, partner and user confidence in and use of our services.

have in the past experienced, and may in the future continue to experience instances of fraud, fictitious transactions, failed transactions

and disputes between senders and recipients.

We also incur losses for claims that the transaction was fraudulent, made from erroneous

transmissions or from closed bank accounts or have insufficient funds in them to satisfy payments.

losses incurred by us relating to fraud, fictitious transactions and failed transactions become excessive, they could potentially result

in the termination of our relationships with merchants, partners or users.

In such case, the number of transactions processed through

our platforms could decrease substantially and our business could be harmed.

We are similarly subject to the risk of fraudulent activity

associated with merchants, partners and third parties handling our user information.

We have taken measures to detect and reduce the

risk of fraud, but these measures need to be continually improved and may not be effective against new and continually evolving forms

of fraud or in connection with new product offerings.

If these measures do not succeed, our business could be materially and adversely

have a limited operating history in new and evolving markets and our historical results may not be indicative of our future results.

have a limited operating history upon which to evaluate the viability and sustainability of our businesses.

Our history of operating

each of our businesses together is relatively short:

WalletKu was launched in November 2017 and was acquired by us in July 2018;

Tranglo in November 2018.

As these businesses are expanding rapidly, our historical results may not be indicative of our future performance

and you should consider our future prospects in light of the risks and uncertainties of early stage companies operating in fast evolving

high-tech industries in emerging markets.

Some of these risks and uncertainties relate to our ability to:

existing partners, merchants and users, attract new partners, merchants and users, and increase their engagement and monetization;

growth rates across our platforms in multiple markets;

and expand our network of domestic, regional and global industry value chain partners;

our technology and infrastructure to support increased traffic and expanded offerings of products and services;

and adapt to changing partner, merchant and user preferences;

awareness of our brand;

to competitive market conditions;

adequate control of our expenses;

and retain qualified personnel.

we are unsuccessful in addressing any of these risks and uncertainties, our business, financial condition and results of operations may

be materially and adversely affected.

business model may change in the future and we may provide services that are not currently provided or planned for in our strategies.

operate in a highly competitive and fast evolving industry which requires us to constantly make changes depending on industry dynamics,

regulatory environment and our partners’, merchants’ and users’ needs.

We may have to change our current business model

for our business to cope with such changes and we cannot guarantee that our current business model will remain the same going forward.

For example, our acquisition of Tranglo in November 2018 moved us into the upstream payment processing business where we can provide

switching services and our July 2018 acquisition of WalletKu marked our entry into the mobile payment and airtime top-up businesses in

Furthermore, we cannot assure you that our business model, as it currently exists or as it may evolve, will enable us to become

profitable or to sustain operations.

risk management system may not be adequate or effective in all respects.

of our operational, legal and regulatory risks requires us to, among other things, develop and implement policies and procedures to properly

record and verify a large amount of data.

We collect and process certain personal data of our users, including, among others, identification

information, email addresses, passwords, as well as billing information, such as credit card numbers, full names, billing addresses,

and phone numbers.

While we have taken steps to verify the source and authenticity of such data, our security and screening measures

could be compromised and fail to detect false or wrongful information.

We cannot guarantee that our measures to verify the authenticity

of such information will be adequate.

Failure or the ineffectiveness of these systems could subject us to penalties or sanctions by the

relevant regulatory authority in the respective jurisdiction, such as under anti-money laundering and counter-terrorist financing laws

and regulations, and have a material and adverse effect on our business, financial condition and results of operations.

offer payments, money transfer and other products and services to a large number of users, and we are responsible for vetting and monitoring

these customers and determining whether the transactions we process for them are legitimate.

Despite measures we have taken and continue

to take, our payment system remains susceptible to potentially illegal or improper uses.

These may include the use of our payment services

in connection with fraudulent sales of goods or services, software and other intellectual property piracy, money laundering, bank fraud

and prohibited sales of restricted products.

Criminals are using increasingly sophisticated methods to engage in illegal activities such

as counterfeiting and fraud.

our products and services are used to process illegitimate transactions, and we settle those funds to merchants, partners and users and

are unable to recover them, we suffer losses and liability.

These types of illegitimate transactions can also expose us to governmental

and regulatory sanctions.

The highly automated nature of, and liquidity offered by, our payments and money transfer services make us

a target for illegal or improper uses, including fraudulent or illegal sales of goods or services, money laundering, and terrorist financing.

Identity thieves and those committing fraud using stolen or fabricated credit card or bank account numbers, or other deceptive or malicious

practices, potentially can steal significant amounts of money from businesses like ours.

In configuring our payments and money transfer

services, we face an inherent trade-off between security and customer convenience.

Our risk management policies, procedures, techniques,

and processes may not be sufficient to identify all of the risks to which we are exposed, to enable us to mitigate the risks we have

identified, or to identify additional risks to which we may become subject in the future.

In addition, when we introduce new services,

focus on new business types, or begin to operate in markets where we have a limited history of fraud prevention, we may be less able

to forecast and reserve accurately for those losses.

Furthermore, if our risk management policies and processes contain errors or are

otherwise ineffective, we may suffer large financial losses, we may be subject to civil and criminal liability, and our business may

be materially and adversely affected.

require a significant amount of pre-funding in each market that we operate in order to facilitate our real-time foreign exchange services;

insufficient pre-funding may result in an inability to complete real-time money transfer or exchange services on behalf of our customers.

facilitate our foreign exchange transfer and cash pick-up services, in each of the jurisdictions we operate, we are pre-funded in U.S.

Dollars by our business-to-business (“B2B”) partners such as WISE and Singtel.

The pre-funding amount that we request and

its timeframe is determined from our business operations and estimates that are made based on past practices, and hence may not be accurate

or sufficient to meet actual needs.

If there is insufficient pre-funding, we typically will not complete the money transfer or exchange,

and the transaction will therefore be delayed.

If we are unable to correctly predict our estimates or take measures to cover pre-funding

shortage, we may not be able to complete the money transfer or exchange for our customers and as a result, our operations, reputation

and business could be adversely affected.

funding process used by certain customers of Tranglo relies on XRP, a cryptocurrency, and certain services provided by Ripple Services,

and two cryptocurrency exchanges;

if they are not able to continue to provide services due to regulatory change, our business, financial

condition and results of operations may be materially adversely effected.

funding process used by certain customers of Tranglo relies on XRP, a cryptocurrency, and certain services provided by Ripple Services

and two cryptocurrency exchanges.

As of December 31, 2024, only eight of Tranglo’s 95 active customers utilize this funding process,

and these customers (Sentbe Pte Ltd, Eastern & Allied Pty Ltd, Xbaht AB, Forex Japan Co.

Ltd., Digitel Co.

Ltd., Ripple Markets De

LLC, PT Top Remit and Asian Net Co.

Ltd.) are each regulated financial institutions in their respective jurisdictions.

For the year ended

December 31, 2024, all On-Demand Liquidity (“ODL”) customers accounted for 4.4% of the remittance revenue (or 3.0% of total

revenue), 4.5% of the total remittance value and 3.3% of the total remittance transactions of Tranglo.

The active customers and their

partners may be subject to new or additional regulation in jurisdictions where they operate or in which they offer services to us or

our other partners with respect to their use of and transactions involving cryptocurrency, and they may also be required to obtain relevant

licenses in order to provide services to us, our customers or our other partners.

While we are currently not required to obtain any cryptocurrency-specific

approvals or licenses for our existing operations that involve cryptocurrency, and we have obtained the relevant non-cryptocurrency-specific

approvals or licenses for those operations, the regulation of cryptocurrency in the jurisdictions where we operate may evolve or change

or new licensing regimes may be introduced in the future to regulate such activities.

In addition, while Tranglo does not offer services

persons and has adopted stringent know-your-customer processes and procedures which insure that its customers, which are businesses,

persons, access of these partner services by U.S.

persons could raise regulatory issues under U.S.

law, including potential

violations of U.S.

securities, commodities, cryptocurrency custody, exchange and transfer, data governance, data protection, anti-corruption,

cybersecurity and tax laws.

While we are not aware of any pending regulatory changes which would prevent our partner from continuing

to provide their services to our customers and believe it to have all relevant approvals or licenses therefor, we cannot provide any

assurance in that regard or that our partner would be able to respond to any regulatory changes in a manner which did not impact our

If our partner is not allowed to continue to provide their services due to regulatory changes or if the customers or our partner

fail to obtain required licenses or comply with applicable regulations, and we are not able to migrate those customers to non-cryptocurrency

based funding processes, our business, financial condition and results of operations may be materially adversely effected.

adoption of the funding process Tranglo offers which relies on XRP may reduce our remittance revenue, and our business, financial condition

and results of operations may be materially adversely effected.

pre-funding mechanism Tranglo offers that relies on XRP prefunding generates lower transaction fees and Forex gains for Tranglo.

the year ended December 31, 2024, the average transaction fee take rate and the Forex gain take rate for remittance flows that used XRP

prefunding, as measured in Ringgit (RM), were 0.23% and 0.14%, respectively, or a total of 0.37%, compared to 0.27% and 0.10%, respectively,

or a total of 0.37%, for remittance flows that used fiat currency prefunding.

Accordingly, for the same total processing value (“TPV”)

processed, the average revenue generated from the XRP prefunded remittance transactions was similar to that from fiat currency prefunded

transactions.

As additional customers of Tranglo adopt the XRP funding mechanism to lower their costs, Tranglo will experience reduced

revenue from transaction fees and Forex gains.

We anticipate that these fee savings will help Tranglo capture more market share and increase

the total number and transaction value of the transactions processed.

However, there can be no assurance that the increase in the total

number and transaction value of the transactions processed will generate enough revenue to offset the impact of the lower fees charged,

and if they do not, our business, financial condition and results of operations may be materially adversely effected.

volatility, security breaches, manipulative practices, business failure and fraud in the cryptocurrency industry may adversely impact

adoption and use by customers of Tranglo’s ODL service, and as a result our business, financial condition and results of operations

may be materially adversely effected.

cryptocurrency industry has recently experience highly volatile prices, business failures and bankruptcy filings by cryptocurrency exchanges

and other industry participants, alleged or apparent security breaches and claims of manipulative practices and fraud.

ODL funding service relies on the cryptocurrency XRP.

To the extent these recent problems and concerns regarding the cryptocurrency industry

cause Tranglo’s customers to limit their use of its ODL service, or decline to use it altogether, or Tranglo’s business reputation

is otherwise materially adversely affected by these concerns, our business, financial condition and results of operations may be materially

adversely effected.

In addition, in the event that Ripple Labs Singapore Pte.

Ltd is forbidden to conduct its XRP business in certain

jurisdictions or Ripple Labs Singapore Pte.

Ltd decides to withhold ODL funding services in certain jurisdictions, the ODL business of

Seamless will need to stop in these countries, which would lead to a decline in the remittance volume Seamless processes unless customers

elect to continue to use Seamless for remittance.

addition, the regulation of the cryptocurrency industry is evolving, and jurisdictions continue to evaluate if, and how, it should be

regulated in their jurisdictions.

Currently, we are only required to comply with regulations in Singapore;

however, there can be no assurance

we will not be required to obtain additional licenses in multiple jurisdictions.

Until we obtain such licenses, assuming we are able

to conduct our ODL funding service in compliance with new regulations, we may be forced to suspend or cease operation in those jurisdictions

which would have a material adverse effect on our business, financial condition and results of operations.

March 10, 2023, Silicon Valley Bank failed.

Soon afterwards, Signature Bank and Silvergate Bank also failed.

As most of the crypto exchanges

and crypto market traders maintained accounts with these three banks, their near simultaneous collapse resulted in illiquidity for the

crypto markets worldwide.

Tranglo maintained its crypto wallets in two crypto exchanges, namely Independent Reserve and Coins.ph, and

used these two exchanges to instantaneously liquidate the XRP it receives from its ODL remittance partners (“ODL RPs”) under

the instructions of RippleNet.

During the illiquidity caused by the collapses, it became difficult for the two crypto exchanges to execute

the timely liquidation of XRP.

After considering the market conditions, Ripple Labs Singapore Pte.

decided, and Tranglo agreed,

to reduce the ODL services for certain active ODL RPs in mid-March 2023, thus lowering the processing volume of ODL transactions and

to ensure that instantaneous liquidation of XRP was still possible for those remaining ODL RPs.

To enact partial reduction, Tranglo requested

that its ODL RPs switch to using fiat currency for prefunding instead.

Eventually, most of Tranglo’s ODL RPs adopted the fiat prefunding

channel and continued their business via Tranglo, and as a result, Tranglo’s TPV for the month of March 2023 actually increased

by 17% as compared to the month of February 2023.

the month of February 2023, Tranglo’s monthly TPV was RM1.35 billion, representing an average daily TPV of RM48 million, of which

26% was ODL flows.

On March 15, 2023, due to the market illiquidity, the ODL services were suspended for nine out of 11 active ODL RPs.

For the two-week period prior to the partial suspension, from March 1, 2023 to March 14, 2023, Tranglo processed $37.8 million ODL transactions,

representing a daily average of $2.7 million.

For the two-week period after the partial suspension, from March 15, 2023 to March 28,

2023, Tranglo processed only $2.5 million ODL transactions, which represented a daily average of $0.18 million.

This post-suspension

daily average ODL transactions was only 6.7% of that of the pre-suspension level.

The ODL services were gradually resumed after a two-week

suspension, in early April 2023.

the month of February 2023, ODL flows represented 26% of Tranglo’s total remittance TPV.

However, for the month of December 2024,

ODL flows represented only 2.76% of total remittance TPV.

As the ODL flows recovered very slowly two months after the resumption of ODL

services, Seamless does not anticipate the ODL flows will return to pre-suspension levels in the near future.

Seamless expects that the

ODL flows may not reach pre-suspension levels until 2025 at the earliest.

However, the reduction in ODL flows post-suspension did not

result in an overall reduction in Tranglo’s TPV as the ODL RPs switched their remittance business to fiat currency.

For the month

of December 2024, Tranglo’s remittance TPV was RM1.90 billion, which compared to RM1.43 billion for the month of April 2023, an

increase of 32.9%.

a similar liquidity event were to occur in the future, our ODL services and the use thereof could similarly change, and further affect

our business and results of operations.

strategic partner, Ripple Labs Singapore Pte.

Ltd., owns 40% of Tranglo and pursuant to a certain Shareholders’ Agreement, has

certain contractual rights that could temporarily disrupt Tranglo’s existing business or prevent our ability to expand it.

Labs Singapore Pte.

owns 40% interest in Tranglo.

There is a Shareholders’ Agreement between Seamless and Ripple Labs Singapore

that governs the operations of Tranglo.

Pursuant to the Shareholders’ Agreement, Ripple Labs Singapore Pte.

to appoint two members of the Tranglo board.

On November 2, 2023, one of the directors (Investor Director) appointed by Ripple Labs Singapore

resigned from the board of Tranglo.

The parties amended the Shareholders’ Agreement on November 7, 2023 to reflect the

resignation of the Investor Director, and to waive the requirement for at least one (1) Investor Director to be included in the quorum

of the meetings or adjourned meetings of the Board of such Group Company under Clause 4.4.2.

While Seamless has a right to appoint a

majority of the board of directors of Tranglo, certain matters require the cooperation, or in some cases, approval by Ripple Labs Singapore

Ripple Labs Singapore Pte.

Ltd.’s interests may not be the same as, or may conflict with, the interests of us or our

stockholders.

Tranglo cannot undertake certain actions or transactions without the consent of Ripple Labs Singapore Pte.

Ltd., including

but not limited to:

initial public offering;

determinations with respect to merger or sale of the whole or a substantial part of the assets;

to the capital structure;

change in the nature or scope of the business;

of certain amount of debt;

declaration or payment of any dividends or other distribution of profits;

into any joint venture, partnership or profit sharing arrangement with any person and any amendment to the terms of such venture,

partnership or arrangement;

of any rights attaching to any shares in the capital of Tranglo or making of any call upon monies unpaid in respect of any issued

or revision of any share option plan;

for the issuance of shares or the grant of options in connection with or pursuant to any duly approved and established share option

scheme or plan;

of shares other than pursuant to any duly approved and established share option scheme or plan(s);

related party transactions that exceed a certain amount of value.

limitations could result in disagreements between Seamless and Ripple Labs Singapore Pte.

In the event of an unresolved disagreement

between the shareholders, the Shareholders’ Agreement provides for means through which a deadlocked topic will be resolved, including

through arbitration.

a result, our ability to take certain actions may temporarily be delayed or prevented, including actions that our other shareholders,

including you, may consider favorable.

We will not be able to terminate or amend the Shareholders’ Agreement, except in accordance

with its terms, which would require the consent of Ripple Labs Singapore Pte.

See “ Certain Relationships and Related Party

Transactions-Seamless Related Party Transactions-Shareholders’ Agreement .”

ODL business depends on Ripple Services Inc.

depositing enough XRP for liquidation to yield an amount of fiat currency, such as U.S.

dollars, equal to the amount purchased by our customer.

part of any ODL funding transaction, our strategic partner, Ripple Labs Singapore Pte.

Ltd provides our customers with an amount of XRP

representing a specific amount of fiat currency, such as U.S.

dollars for prefunding purposes.

Our customers then deposit that amount

of XRP into our account and we automatically direct the exchange to liquidate the XRP into the equal amount of fiat currency.

that these transactions occur nearly simultaneously, there is a possibility that the exchange rate could result in a deposit of a lesser

amount of fiat currency.

In that case, there is a collateral pool or slippage pool, that is available and is immediately drawn upon to

fund the requisite amount of fiat currency.

If that pool was unavailable or insufficiently funded, and we were unable to receive the

requisite amount of fiat currency, we will suspend the liquidation process and credit only to our customer whatever amount of fiat currency

we obtain from the liquidation process.

The commitment or obligation to credit our customer with the full amount of the fiat currency

rests with Ripple Services Inc.

and Tranglo is not responsible for the shortfall if Ripple Services Inc.

is not providing enough XRP

in our Slippage Pool.

Prior to the disruption in the cryptocurrency markets in spring 2023, the ODL business represented approximately

35% of our monthly transaction processing volume.

Thus, any failure of Ripple to properly fund the slippage pool or any disruption in

the cryptocurrency markets causing a reduction in the use of the ODL funding mechanism could have a material adverse effect on our results

of operations.

are subject to risks associated with our Deed of Guarantee and the terms of thereof may contractually limit our ability to incur additional

indebtedness.

has entered into a Deed of Guarantee with Regal Planet Limited and Kong King Ong Alexander, as guarantors, and Ripple Labs Singapore

Ltd., pursuant to which Seamless will be a guarantor of GEA Limited, its wholly-owned subsidiary, in connection with the Master

XRP Commitment to Sell Agreement and each Line of Credit Addendum related thereto, between Ripple Labs Singapore Pte Ltd.

and GEA Limited.

The amount guaranteed under such Deed of Guarantee is $28.1 million as of December 31, 2024.

The current amounts outstanding can be declared

immediately due and payable by Ripple Labs Singapore Pte.

and Ripple Labs Singapore Pte.

may make additional advances to GEA

Limited from time to time pursuant to the Master XRP Commitment to Sell Agreement, which additional advances will also be guaranteed

pursuant to the Deed of Guarantee.

Seamless’ obligation with respect to the guarantee will terminate six months after the consummation

of the Business Combination.

Deed of Guarantee requires us to comply with certain financial and operational covenants, including maintaining a ratio of current assets

to current liabilities of 0.86;

a ratio of cash to current assets of 0.58;

and a ratio of cash to current liabilities of 0.68.

until terminated, the Deed of Guarantee restricts us from conducting any business which would materially affect our guarantee.

we may be restricted in incurring additional indebtedness and will be required to maintain cash levels in a way that could negatively

affect our business and results of operations.

rely upon the Internet infrastructure, data center providers and telecommunications networks in the markets where we operate.

business depends on the performance and reliability of the Internet infrastructure and contracted data center providers in the markets

where we operate.

We may not have access to alternative networks or data servers in the event of disruptions or failures of, or other

problems with, the relevant Internet infrastructure.

In addition, the Internet infrastructure, especially in the emerging markets where

we operate, may not support the demands associated with continued growth in Internet usage.

rely on third parties in many aspects of our business, including, among others:

banks, payment processors and payment gateways that link us to bank clearing networks to process transactions;

parties that provide certain outsourced customer support and product development functions, which are critical to our operations;

parties that provide facilities, infrastructure, components and services, including data center facilities and cloud computing.

use third-party data center providers for the storing of data related to our business.

We do not control the operation of these facilities

and rely on contracted agreements to govern their performance.

The owners of the data center facilities have no obligation to renew their

agreements with us on commercially reasonable terms, or at all.

If we are unable to renew these agreements on commercially reasonable

terms, or if one of our data center providers is acquired by another party, we may be required to transfer our servers and other infrastructure

to new data center facilities, and we may incur significant costs and possible lengthy service interruptions in connection with doing

Any changes in third-party service levels at our data centers or any errors, defects, disruptions, or other performance problems

with our business could adversely affect our reputation and adversely affect the user experience.

Interruptions in our services might

reduce our revenue, subject us to potential liability, and materially and adversely affect our business.

also rely on major telecommunication operators in the markets where we operate to provide us with data communications capacity primarily

through local telecommunications lines and data centers to host our servers.

We and our users may not have access to alternative services

in the event of disruptions or failures of, or other problems with, the fixed telecommunications networks of these telecommunications

operators, or if such operators otherwise fail to provide such services.

Any unscheduled service interruption could disrupt our operations,

damage our reputation and result in a decrease in our revenue.

Furthermore, we have no control over the costs of the services provided

by the telecommunications operators to us and our users.

If the prices that we pay for telecommunications and Internet services rise

significantly, our gross margins could be significantly reduced.

In addition, if Internet access fees or other charges to Internet users

increase, our user traffic may decrease, which in turn may cause our revenue to decline.

third parties that we rely on to process transactions may fail or refuse to process transactions adequately.

Any of the third parties

we use may breach their agreements with us, refuse to renew these agreements on commercially reasonable terms, take actions that degrade

the functionality of our services, impose additional costs or requirements on us, or give preferential treatment to competing services.

Financial or regulatory issues, labor issues, or other problems that prevent these third parties from providing services to us or our

customers could harm our business.

If our service providers do not perform satisfactorily, our operations could be disrupted, which could

result in customer dissatisfaction, damage our reputation, and harm our business.

digital wallet market in Asia is developing, and the expansion of our business depends on the continued growth of digital wallets, as

well as increased availability, quality and usage of mobile devices and the Internet in Asia.

future revenues depend substantially on users’ widespread acceptance and use of mobile devices and the Internet as a way to transmit

money and conduct commerce.

Rapid growth in the use of mobile devices and the Internet (particularly as a way to transfer funds, provide

and purchase products and services) is a relatively recent phenomenon in some of the jurisdictions in which we operate and we cannot

assure you that the current level of acceptance and usage will continue or increase.

Furthermore, if the penetration of mobile devices

and Internet access in the less developed countries in which we operate do not increase quickly, it may limit our potential growth, particularly

in regions with low levels of Internet quality and access and/or low levels of income.

devices penetration and Internet penetration in less developed countries in which we operate may never reach the levels seen in more

developed countries due to factors that are beyond our control, including the lack of necessary network infrastructure, economic and

political development, access to affordable mobile devices or delayed development of enabling technologies, performance improvements

and security measures.

The infrastructure for the Internet in such countries may not be able to support continued growth in the number

of users, their frequency of use or their bandwidth requirements.

Delays in telecommunication and infrastructure development or other

technology shortfalls may impede improvements in Internet reliability in such countries.

If telecommunications services are not sufficiently

available to support the growth of the Internet in such countries, user response times could be slower, which would reduce Internet usage

and potentially decrease our user base.

We also cannot predict whether users in these developing countries will have easy access to affordable

mobile devices, and the lack thereof may decrease mobile penetration which would limit the growth of our user base.

In addition, even

if mobile devices and the Internet penetration in such countries increase, this may not lead to growth in e-wallet transactions due to

a number of factors, including lack of confidence from users in online security.

the rising price of Internet access and Internet-connected devices, such as personal computers, tablets, mobile phones and other portable

devices, may limit our growth, particularly in countries or regions with low levels of income.

Income levels in many countries in Southeast

Asia are significantly lower than in the United States and other more developed countries, while prices of both portable devices and

Internet access in certain countries in Southeast Asia are higher than those in more developed countries.

Income levels in Southeast

Asia may decline and device and access prices may increase in the future.

Any of these factors could materially and adversely affect

our ability to generate future revenues.

significant change, material slowdown or complete disruption in international migration patterns could adversely affect our business,

financial condition and results of operations.

money transfer business relies in part on international migration patterns, as individuals move from their native countries to countries

with greater economic opportunities or a more stable political environment.

A significant portion of money transfer transactions are

initiated by immigrants sending money back to their native countries.

Changes in immigration laws that discourage international migration

and political or other events (such as war, terrorism or epidemics) that make it more difficult for individuals to migrate or work abroad

could adversely affect the need for money transfer transactions and growth rate.

Sustained weakness in global economic conditions could

reduce economic opportunities for migrant workers and result in reduced or disrupted international migration patterns.

Reduced or disrupted

international migration patterns are likely to reduce the number of our money transfer transactions and therefore have an adverse effect

on our results of operations.

may fail to attract, motivate and retain the key members of our management team or other experienced and capable employees.

future success is significantly dependent upon the continued service of our executives and other key employees.

If we lose the services

of any member of management or any key personnel, we may not be able to locate a suitable or qualified replacement and we may incur additional

expenses to recruit and train a replacement, which could severely disrupt our business and growth.

maintain and grow our business, we will need to identify, hire, develop, motivate and retain highly skilled employees.

Identifying, recruiting,

training, integrating and retaining qualified individuals requires significant time, expense and attention.

In addition, from time to

time, there may be changes in our management team that may be disruptive to our business.

We may also be subject to local hiring restrictions

in certain markets, particularly in connection with the hiring of foreign employees, which may affect the flexibility of our management

If our management team, including any new hires that we make, fails to work together effectively and execute our plans and strategies,

or if we are not able to recruit and retain employees effectively, our ability to achieve our strategic objectives will be adversely

affected and our business and growth prospects will be harmed.

for highly skilled personnel is intense, particularly in Southeast Asia where most of our business operations are located.

to invest significant amounts of cash and equity to attract and retain new employees and we may not be able to realize returns on these

increase in the use of credit cards or bank transfers, or an increase in the use of digital currencies, as a means of payment in the

markets in which we operate, may result in lower growth or a decline in the use of our services.

of our users do not readily have access to credit card or bank transfer services, or may be unwilling to use credit cards for electronic

transactions over the Internet, and require alternative methods for payment for online products and services.

A significant increase

in the availability, acceptance and use of credit cards, bank transfer services or digital currencies for online payments by consumers

in the markets in which we operate could adversely affect the growth of our business, our financial condition and results of operations.

complaints or negative publicity about our customer service could reduce usage of our products and services.

complaints or negative publicity about our customer service could severely diminish consumer confidence in and use of our products and

Breaches of our customers’ privacy and our security measures could have the same effect.

Measures we sometimes take to

combat risks of fraud and breaches of privacy and security, such as freezing customer funds, can damage relations with our customers.

These measures heighten the need for prompt and accurate customer service to resolve irregularities.

Effective customer service requires

significant expenses, which, if not managed properly, could impact our profitability significantly.

Any inability by us to manage or

train our customer service representatives properly could compromise our ability to handle customer complaints effectively.

not handle customer complaints effectively, our reputation may suffer and we may lose our customers’ confidence.

may not be able to protect our intellectual property rights.

believe the protection of our intellectual property, including our trademarks, patents, copyrights, domain names, trade dress, and trade

secrets, is critical to our success.

We seek to protect our intellectual property rights by relying on applicable laws and regulations,

as well as a variety of administrative procedures.

We also rely on contractual restrictions to protect our proprietary rights when offering

or procuring products and services, including confidentiality agreements with parties with whom we conduct business.

contractual arrangements and other steps we have taken to protect our intellectual property may not prevent third parties from infringing

or misappropriating our intellectual property or deter independent development of equivalent or superior intellectual property rights

Trademark, copyright, patent, domain name, trade dress and trade secret protection are expensive to maintain and may require

Protecting our intellectual property rights and other proprietary rights is expensive and time-consuming and may not be successful

in every jurisdiction.

Also, we may not be able to discover or determine the extent of any unauthorized use of our proprietary rights.

We have licensed certain of our proprietary rights, such as trademarks or copyrighted material, to others in the past, and expect to

do so in the future.

These licensees may take actions that diminish the value of our proprietary rights or harm our reputation.

to protect or enforce our intellectual property rights adequately, or significant costs incurred in doing so, could materially harm our

In addition, the laws of some jurisdictions in which we operate may only provide us with a limited or variable extent of protection

in relation to software and intellectual property rights.

the number of products in the software industry increases and the functionalities of these products further overlap, and as we acquire

technology through acquisitions or licenses, we may become increasingly subject to infringement claims, including patent, copyright,

and trademark infringement claims.

We may be required to enter into litigation to determine the validity and scope of the patents or

other intellectual property rights of others.

The ultimate outcome of any allegation is uncertain and, regardless of the outcome, any

such claim, with or without merit, may be time-consuming, result in costly litigation, divert management’s time and attention from

our business, require us to redesign our products, or require us to pay substantial amounts to satisfy judgments or settle claims or

lawsuits or to pay substantial royalty or licensing fees, or to satisfy indemnification obligations that we have with some of our customers.

Our failure to obtain necessary licenses or other rights, or litigation or claims arising out of intellectual property matters, may materially

and adversely affect our business.

quarterly and annual results of operations and operating metrics fluctuate significantly and are unpredictable and subject to

seasonality, which could result in the trading price of our Ordinary Shares being unpredictable or declining.

quarterly and annual results of operations may vary significantly and are not necessarily an indication of future performance.

fluctuations may be due to a variety of factors, some of which are outside our control and may not fully reflect the underlying

performance of our business.

Our limited operating history combined with the rapidly evolving markets also contribute to these

fluctuations.

Fluctuations in quarterly and annual results may materially and adversely affect the predictability of our business

and the price of our Ordinary Shares.

that may cause fluctuations in our quarterly and annual financial results include our ability to attract and retain new partners,

merchants and users;

the timing, effectiveness, and costs of expansion and upgrades of our systems and infrastructure, as well as

the success of those expansions and upgrades;

the outcomes of legal proceedings and claims;

our ability to maintain or increase

revenue, gross margins, and operating margins;

our ability to continue introducing new services and to continue convincing customers

to adopt additional offerings;

increases in and timing of expenses that we may incur to grow and expand our operations and to remain

period-to-period volatility related to fraud and risk losses;

system failures resulting in the inaccessibility of our

products and services;

changes in the regulatory environment, including with respect to security, privacy, or enforcement of laws

and regulations by regulators, including fines, orders, or consent decrees;

changes in global business or macroeconomic conditions;

unusual weather conditions;

and the other risks described in this Annual Report.

may need additional capital but may not be able to obtain it on favorable terms or at all.

may require additional cash capital resources in order to fund future growth and the development of our businesses, including expansion

of our money transfer, airtime business and mobile payment businesses and any investments or acquisitions we may decide to pursue.

our cash resources are insufficient to satisfy our cash requirements, we may seek to issue additional equity or debt securities or obtain

new or expanded credit facilities.

Our ability to obtain external financing in the future is subject to a variety of uncertainties, including

our future financial condition, results of operations, cash flows, share price performance, liquidity of international capital and lending

markets, governmental regulations over foreign investment and the money transfer and digital financial services industries.

incurring indebtedness would subject us to increased debt service obligations and could result in operating and financing covenants that

would restrict our operations.

There can be no assurance that financing will be available in a timely manner or in amounts or on terms

acceptable to us, or at all.

Any failure to raise needed funds on terms favorable to us, or at all, could severely restrict our liquidity

as well as have a material adverse effect on our business, financial condition and results of operations.

Moreover, any issuance of equity

or equity linked securities could result in significant dilution to our existing shareholders.

have limited business insurance coverage.

products currently available in Asia are not as extensive as those offered in more developed regions.

Consistent with customary industry

practice in Asia, our business insurance is limited and we do not carry business interruption insurance to cover our operations.

determined that the costs of insuring for related risks and the difficulties associated with acquiring such insurance on commercially

reasonable terms make it impractical for us to have such insurance.

Any uninsured damage to our platforms, technology infrastructures

or disruption of our business operations could require us to incur substantial costs and divert our resources, which could have an adverse

effect on our business, financial condition and results of operations.

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.

may be, and in some instances have been, subject to claims, lawsuits (including class actions and individual lawsuits), government investigations,

and other proceedings involving intellectual property, consumer protection, privacy, labor and employment, immigration, import and export

practices, competition, accessibility, securities, tax, marketing and communications practices, commercial disputes, and other matters.

expect that the number and significance of our legal disputes and inquiries will increase as we grow larger, as our business expands

in scope and geographic reach, and as our products and services increase in complexity.

a public company will raise our public profile, which may result in increased litigation.

In addition, some of the laws and regulations

affecting the Internet, mobile commerce, payment processing, business financing, and employment did not anticipate businesses like ours,

and many of the laws and regulations affecting us have been enacted relatively recently.

As a result, there is substantial uncertainty

regarding the scope and application of many of the laws and regulations to which we are subject, which increases the risk that we will

be subject to claims alleging violations of those laws and regulations.

In the future, we may also be accused of having, or be found

to have, infringed or violated third-party intellectual property rights.

of the outcome, legal proceedings can have a material and adverse impact on us due to their costs, diversion of our resources, and other

Claimants may seek, and we may become subject to, preliminary or provisional rulings in the course of litigation, including

preliminary injunctions requiring us to cease some or all of our operations.

We may decide to settle legal disputes on terms that are

unfavorable to us.

Furthermore, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable

judgment that we may not choose to appeal or that may not be reversed upon appeal.

We may have to seek a license to continue practices

found to be in violation of a third party’s rights.

If we are required, or choose to enter into, royalty or licensing arrangements,

such arrangements may not be available on reasonable terms or at all and may significantly increase our operating costs and expenses.

As a result, we may also be required to develop or procure alternative non-infringing technology or discontinue use of infringing technology,

and doing so could require significant effort and expense or may not be feasible.

In addition, the terms of any settlement or judgment

in connection with any legal claims, lawsuits, or proceedings may require us to cease some or all of our operations or pay substantial

amounts to the other party and could materially and adversely affect our business.

addition, the laws and regulations in many jurisdictions in Southeast Asia, including Indonesia, place restrictions on foreign investment

in and ownership of entities engaged in a number of business activities.

For example, in Indonesia, direct and indirect foreign investment

in e-money businesses is capped at 49%.

If WalletKu wishes to continue growing its business with a floating fund exceeding IDR1,000,000,000

(approximately US $68,205), it may be required to restructure its ownership structure prior to submitting the application for an e-money

license to Bank Indonesia in the future.

The restructuring of WalletKu, if required, may impact our ability to consolidate our operations

in Indonesia, and we may face uncertainties with our future Indonesian partner, who could potentially have a majority share in WalletKu

and effectively control the business.

Further, under Indonesian laws and regulations, any agreements containing statements by Indonesian

shareholders that they hold shares in an Indonesian company for the benefit of a foreign beneficiary may be rendered void.

WalletKu relies on a business partner, PT E2Pay Global Utama, to provide e-money services in Indonesia, and has no plans to submit an

application for an e-money license there.

If we are unable to successfully manage our expansion into the Indonesian e-money business,

WalletKu’s future growth and business development in Indonesia may be materially and adversely effected.

On August 17, 2024, Ripple Markets APAC Pte.

Ltd., the successor to Ripple Labs Singapore Pte.

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

amount of the payment by August 19, 2024.

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

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

Seamless has subsequently divested GEA, and is in

the process of defending this legal claim in court.

There is no judgment passed at this juncture by the court.

Seamless is also attempting

to negotiate with RMA on the settlement terms to resolve the legal dispute.

giving effect to the divestiture of equity interests in certain entities at Closing (the “Divestitures”), Mr.

Kong will continue

to own a majority of the outstanding shares of Currenc and (i) TNG Asia, (ii) FNTI and (iii) GEA (“the Divested Entities”).

As a result of these ownership interests, Currenc and the divested entities could be considered to be affiliates and creditors of the

Divested Entities could seek to enforce liabilities of the Divested Entities against Currenc.

There can be no assurance that a creditor

of the Divested Entities would not successfully be able to hold Currenc liable for actions or debts of the Divested Entities, which could

have a negative impact on our operations and financial condition.

On February 25, 2025, the company has received a notice of legal action from the promissory note holder, D Boral

Capital LLC, formerly known as EF Hutton LLC.

The complaint demands repayment from the Company of the promissory note amount of $5,700,000,

plus contractual default interest of $97,000.

The demand amount has already been fully accrued on the financial statements as of December

The Company has engaged legal counsel to resolve this matter.

occurrence of a natural disaster, widespread health epidemic or other outbreaks could seriously harm our business, financial condition

and results of operations.

disasters, such as fires or floods, the outbreak of a widespread health epidemic, or other events, such as wars, acts of terrorism, political

events, environmental accidents, power shortages or communication interruptions could seriously harm our business.

The occurrence of

a disaster or similar event could materially disrupt our business and operations.

These events could also cause us to close our operating

facilities temporarily, which would severely disrupt our operations and have a material adverse effect on our business, financial condition

and results of operations.

In addition, our revenue could be significantly reduced to the extent that a natural disaster, health epidemic

or other major event harms the economies of Southeast Asia or any other jurisdictions where we may operate.

Our operations could also

be severely disrupted if our consumers, merchants or other participants were affected by natural disasters, health epidemics or other

major events.

in tax laws, tax incentives, benefits or differing interpretations of tax laws may harm our results of operations.

in tax laws, regulations, related interpretations and tax accounting standards in Southeast Asia or the Cayman Islands may result in

a higher tax rate on our earnings, which may significantly reduce our profits and cash flows from operations.

In addition, our results

of operations and financial condition may decline if certain tax incentives are not retained or renewed.

Tax rules in jurisdictions we

operate, particularly at the local level, can change without notice.

We may not always be aware of all such changes that affect our business

and we may therefore fail to pay the applicable taxes or otherwise comply with tax regulations, which may result in additional tax assessments

and penalties for our company.

are a holding company and do not have any material assets other than the shares of our subsidiaries and any change in our ability to

repatriate dividends or other payments from our subsidiaries could materially adversely affect us.

are a Cayman Islands exempted company with limited liability.

Our material assets are our direct and indirect equity interests in our

subsidiaries, particularly Tranglo and WalletKu.

We are, therefore, dependent upon payments, dividends and distributions from our subsidiaries

for funds to pay our operating and other expenses and to pay future cash dividends or distributions, if any, to holders of our Ordinary

Shares, and we may have tax costs in connection with any dividend or distribution.

Furthermore, exchange rate fluctuations will affect

Dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries.

Related to Investments Outside of the United States-Fluctuations in foreign currency exchange rates will affect our financial results,

which we report in U.S.

Dollars .” In addition, since we rely principally on dividends and other payments from our subsidiaries

for our cash requirements, any restrictions on such dividends or other payments in the jurisdictions we operate could materially and

adversely affect our liquidity, financial condition and results of operations.

may cease to benefit from assets and licenses held by our subsidiaries that are critical to the operations of our business if our subsidiaries

were to declare bankruptcy or become subject to dissolution or liquidation proceedings.

future success is significantly dependent upon the continued service of our executives and we do not have priority pledges and liens

against the assets of our subsidiaries.

If our subsidiaries undergo involuntary liquidation proceedings, third-party creditors may claim

rights to some or all of their assets and we may not have priority against such third-party creditors on the assets and licenses of our

subsidiaries.

If our subsidiaries liquidate, we may take part in the liquidation procedures as a general creditor under the relevant

statute or legal framework and recover any outstanding liabilities owed by our subsidiaries.

and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm economies in

Southeast Asia and the price of securities of companies operating in Southeast Asia, including the price of our Ordinary Shares.

market for securities issued by us is influenced by economic and market conditions in Southeast Asia and, to varying degrees, market

conditions in other emerging markets, as well as the United States, Europe and other countries.

To the extent the conditions of the global

markets or economy deteriorate, our business in such markets may be harmed.

The weakness in the global economy has been marked by, among

other adverse factors, lower levels of consumer and corporate confidence, decreased business investment and consumer spending, increased

unemployment, reduced income and asset values in many areas, reduction of global growth rates, currency volatility and limited availability

of credit and access to capital.

Developments or economic conditions in other emerging market countries have at times significantly affected

the availability of credit to fintech companies.

and political instability in other emerging market countries, the United States, Europe or other countries could decrease investor demand

for our Ordinary Shares.

The United Kingdom’s exit from the European Union, political developments there, on the European continent

and in the United States, hostilities in Ukraine and elsewhere, including the Middle East, as well as potential crises and forms of political

instability arising therefrom or any other unforeseen development, may harm our business and the price of our Ordinary Shares.

conduct money transfer transactions through agents in some regions that are politically volatile or, in a limited number of cases, that

are subject to certain OFAC restrictions.

conduct money transfer transactions through agents in some regions that are politically volatile or, in a limited number of cases, are

subject to certain OFAC restrictions.

While we are not aware of any such circumstances, it is possible that our money transfer services

or other services could be used to facilitate violations of U.S.

law or regulations.

Such circumstances could result in increased compliance

costs, regulatory inquiries, suspension or revocation of required licenses or registrations, seizure or forfeiture of assets and the

imposition of civil and criminal fees and penalties on our part.

In addition to monetary fines or penalties that we could incur, we could

be subject to reputational harm that could have a material adverse effect on our business, financial condition and results of operations.

user metrics and other estimates are subject to inherent challenges in measuring our operating performance.

regularly review metrics, including the number of our merchants, partners and users and number of transactions, to evaluate growth trends,

measure our performance, and make strategic decisions.

These metrics are calculated using internal company data and have not been validated

by an independent third party.

While these numbers are based on what we believe to be reasonable estimates for the applicable period

of measurement, there are inherent challenges in measuring how our platforms are used across large populations throughout Southeast Asia.

For example, we believe that we cannot distinguish individual users who have multiple accounts.

Our user metrics are also affected by

technology on certain mobile devices that automatically runs in the background of our applications when another phone function is used,

and this activity can cause our system to miscount the user metrics associated with such accounts.

or inaccuracies in our metrics or data could result in incorrect business decisions and inefficiencies.

For instance, if a significant

understatement or overstatement of our users were to occur, we may expend resources to implement business measures based on flawed metric

or data, or fail to take proper actions to remedy an unfavorable trend.

If partners or investors do not perceive our user, geographic,

or other operating metrics to accurately represent our user base, or if we discover material inaccuracies in our user, geographic, or

other operating metrics, our reputation may be seriously harmed.

Related to Investments Outside of the United States

in the economic, political or social conditions, government policies or regulatory developments in Asia could have a material adverse

effect on our business and operations.

of our assets and operations are located in, and we derive substantially all of our revenue from Southeast Asia and are exposed to general

economic conditions that affect consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing

Accordingly, our business, financial condition and results of operations may be influenced to a significant degree by political,

economic and social conditions in Southeast Asia generally.

The Southeast Asian and global economy, markets and levels of consumer spending

are influenced by many factors beyond our control, including consumer perception of current and future economic conditions, political

uncertainty, employment levels, inflation or deflation, disposable income, interest rates, taxation and currency exchange rates.

the Southeast Asia economy differs from most developed markets in many respects, including the level of government involvement, level

of development, growth rate, control of foreign exchange, government policy on public order and allocation of resources.

In some of the

Southeast Asia markets, governments continue to play a significant role in regulating industry development by imposing industrial policies.

Moreover, some local governments also exercise significant control over the economic growth and public order in their respective jurisdictions

through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policies, and providing

preferential treatment to particular industries or companies.

the Southeast Asia economy, as a whole, has experienced significant growth over the past decades, growth has been uneven, both geographically

and among various sectors of the economy.

Any adverse changes in economic conditions in Southeast Asia, or in the policies of the governments

or of the laws and regulations in each respective market could have a material adverse effect on the overall economic growth of Southeast

Such developments could adversely affect our business and operating results, lead to reduction in demand for our products and services

and adversely affect our competitive position.

Many of the governments in Southeast Asia have implemented various measures to encourage

economic growth and guide the allocation of resources.

Some of these measures may benefit the overall economy, but may have a negative

effect on us.

For example, our financial condition and results of operations may be adversely affected by government control over foreign

capital investments or changes in tax regulations.

Some Southeast Asia markets have historically experienced low growth in their GDP,

significant inflation and/or shortages of foreign exchange.

We are exposed to the risk of rental and other cost increases due to potential

inflation in the markets in which we operate.

While Seamless has been able to absorb these costs as recent global inflationary pressure

increased sharply and then moderated slightly, because staff costs represent a significant portion of Seamless’ general expenses

and are expected to continue to do so as Seamless expands its operations, higher labor rates may likely reduce Seamless’ profitability

and impair its ability to capture market share through aggressive pricing.

In the past, some of the governments in Southeast Asia have

implemented certain measures, including interest rate adjustments, currency trading band adjustments and exchange rate controls, to control

the pace of economic growth.

These measures may lead to a decrease in economic activity in Southeast Asia, which may adversely affect

our business, financial condition and results of operations.

addition, some Southeast Asia markets have experienced, and may in the future experience, political and economic instabilities, which

include but are not limited to strikes, demonstrations, protests, marches, coups d’état, guerilla activity, risks of war,

terrorism, nationalism or other types of civil disorder, and regulatory changes such as nullification of contract, changes in interest

rates or imposition of capital controls.

These instabilities and any adverse changes in the socio-political or regulatory environment

could increase our costs, increase our exposure to legal and business risks, disrupt our office operations or affect our ability to expand

our user base.

revenue and net income may be materially and adversely affected by any economic slowdown in any regions of Southeast Asia as well as

derive substantially all of our revenue from Southeast Asia and are exposed to general economic conditions that affect consumer confidence,

consumer spending, consumer discretionary income or changes in consumer purchasing habits.

As a result, our revenue and net income could

be impacted to a significant extent by economic conditions in Southeast Asia and globally.

The Southeast Asia and global economy and

markets are influenced by many factors beyond our control, including consumer perception of current and future economic conditions, political

uncertainty, employment levels, inflation or deflation, real disposable income, interest rates, taxation and currency exchange rates.

growth Southeast Asia has experienced a mild moderation in recent years, partially due to the slowdown of the Chinese economy since 2012,

as well as the global COVID-19 pandemic, global volatility of energy and consumer prices, U.S.

monetary policies and other markets, and

other factors.

Productivity growth in Southeast Asia has also slowed following the 2008 global financial crisis.

Southeast Asia will

have to cope with potential external and domestic risks to sustain its economic growth.

An economic downturn, whether actual or perceived,

a further decrease in economic growth rates or an otherwise uncertain economic outlook in Southeast Asia or any other market in which

we may operate could have a material adverse effect on our business, financial condition and results of operations.

Uncertainties

with respect to the legal system in certain markets in Southeast Asia could adversely affect us.

legal systems in Southeast Asia vary significantly from jurisdiction to jurisdiction.

Some jurisdictions have a civil law system based

on written statutes and others are based on common law.

Unlike the common law system, prior court decisions under the civil law system

may be cited for reference but have limited precedential value.

of the markets in Southeast Asia have not developed a fully integrated legal system, and recently enacted laws and regulations may not

sufficiently cover all aspects of economic activities in such markets.

In particular, the interpretation and enforcement of these laws

and regulations involve uncertainties.

Since local administrative and court authorities have significant discretion in interpreting and

implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings

and the level of legal protection we enjoy in many of the localities that we operate in.

Moreover, local courts may have broad discretion

to reject enforcement of foreign awards.

These uncertainties may affect our judgment on the relevance of legal requirements and our ability

to enforce our contractual rights or tort claims.

In addition, the regulatory uncertainties may be exploited through unmerited or frivolous

legal actions or threats in attempts to extract payments or benefits from us.

jurisdiction in Southeast Asia has enacted, and may enact or amend from time to time, laws and regulations governing mobile payment,

money transfer, messages, applications, electronic documents and other content through the Internet.

The relevant government authorities

may prohibit the distribution of information through the Internet that they deem to be objectionable on various grounds, such as public

interest or public security, or to otherwise be in violation of local laws and regulations.

If any of the information disseminated through

our platforms were deemed by any relevant government authorities to violate content restrictions, we would not be able to continue to

display such content and could be subject to penalties, including confiscation of the property used in the non-compliant acts, removal

of the infringing content, temporary or permanent blocks, administrative fines, suspension of business and revocation of required licenses,

which could materially and adversely affect our business, financial condition and results of operations.

many of the legal systems in Southeast Asia are based in part on government policies and internal rules, some of which are not published

on a timely basis or at all and may have retroactive effect.

There are other circumstances where key regulatory definitions are unclear,

imprecise or missing, or where interpretations that are adopted by regulators are inconsistent with interpretations adopted by a court

in analogous cases.

As a result, we may not be aware of our violation of certain policies and rules until sometime after the violation.

In addition, any administrative and court proceedings in Southeast Asia may be protracted, resulting in substantial costs and diversion

of resources and management attention.

is possible that a number of laws and regulations may be adopted or construed to apply to us in Southeast Asia and elsewhere that could

restrict our industries.

Scrutiny and regulation of the industries in which we operate may further increase, and we may be required to

devote additional legal and other resources to address this regulation.

For example, existing laws or new laws regarding the regulation

of currency, money transfer, mobile payment, money laundering, banking institutions, unclaimed property, e-commerce, consumer and data

protection and intermediary payments may be interpreted to adversely affect our business model as well as products and services.

in current laws or regulations or the imposition of new laws and regulations in Southeast Asia or elsewhere regarding our industries

may slow the growth of our industries and adversely affect our financial position and results of operations.

will be difficult to acquire jurisdiction and enforce liabilities against our assets based in some Southeast Asian jurisdictions.

of our assets are located in Southeast Asia and all of our executive officers and present directors reside outside the United States.

As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our

directors or executive officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties

of our directors and executive officers under federal securities laws.

After the completion of the Business Combination, the Chairman

and CEO of Currenc will still be residing in Hong Kong.

There is uncertainty as to whether the courts of the Hong Kong or the People’s

Republic of China (“PRC”), respectively, would recognize or enforce judgments of U.S.

courts against us or such directors

predicated upon the civil liability provisions of the securities laws of the United States or any state.

In addition, it is uncertain

whether such Hong Kong or PRC courts would entertain original actions brought in the courts of the Hong Kong or the PRC, against us or

such persons predicated upon the securities laws of the United States or any state.

Other senior staff like the CFO of Currenc and the

whole management team of Tranglo and WalletKu reside outside the United States.

Management has been advised that Indonesia, Malaysia

and many of the other jurisdictions where we operate do not have treaties providing for the reciprocal recognition and enforcement of

judgments of courts with the United States.

Further, it is unclear if extradition treaties now in effect between the United States and

some Southeast Asian jurisdictions, such as Indonesia, the Philippines and Malaysia, would permit effective enforcement of criminal penalties

under the federal securities laws.

TNG Asia’s operations and GEA’s operations are in Hong Kong, a special administrative region of PRC, we might face a risk

that the government of the PRC could intervene in or influence their operations at any time, which could result in a material change

in TNG Asia’s operations and GEA’s operations and limit their ability to do business with Currenc which would reduce our

revenues and could reduce the value of the Ordinary Shares.

the operation of TNG Asia and GEA are conducted in Hong Kong.

Seamless was required to obtain

the approval of the Hong Kong Monetary Authority for the divestiture of TNG Asia (which Seamless has previously obtained);

none of Seamless, TNG Asia and GEA, or any of Seamless’ subsidiaries, are required to obtain any other permissions or

approvals from any PRC authorities or regulators to operate their business.

The PRC government, however, holds sovereign authority

over Hong Kong and could choose in the future to:

(1) exercise significant oversight and discretion over the conduct of TNG

Asia’s and GEA’s business;

and/or (2) intervene with or influence our operations as the government deems appropriate to

further regulatory, political and societal goals.

In the event that the Company inadvertently concluded that relevant permissions or

approvals were not required or that the Company did not receive or maintain relevant permissions or approvals required, any action

taken by the PRC government could significantly limit or completely hinder the operations of TNG Asia and GEA in Hong Kong and could

cause the value of such businesses to significantly decline or be worthless.

Should the PRC government choose to exercise additional

influence or control over Hong Kong businesses like TNG Asia and GEA through the promulgation of new laws or regulations applicable

to Hong Kong, the Company could be required to obtain more licenses, permits, approvals or certificates, and the Company’s

business, financial condition and results of operations could be adversely affected.

In addition, TNG Asia and GEA businesses, aggregate constitute 4.2% TPV, or 4.4% of remittance revenue to Tranglo’s remittance business for the year

ended December 31, 2024, which amounts to approximately 1.8% of our total revenue.

Post-Divestiture, based on the year ended

December 31, 2024 operating results, the percentage of revenue generated in Hong Kong and the PRC represented approximately 5.6% of

Currence’s total revenue, and any adverse action by the PRC could affect such revenues and materially affect our business and

results of operations.

Currenc does not consider itself a PRC operating entity or a China-based issuer, in particular, as specified in the Trial Administrative

Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines

promulgated by the CSRC on February 17, 2023, which became effective on March 31, 2023.

According to the Trial Measures, an issuer is

a “domestic [Chinese] company” if the issuer meets both of the following conditions and thus, subject to the requirements

for domestic [Chinese] companies seeking to offer or list securities overseas, both directly and indirectly, thereunder:

(i) any of the

total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts

for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period;

(ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers

in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China.

Seamless’ only operations

in Hong Kong are through TNG Asia and GEA, and it has no operations in mainland China.

Following the divestiture of TNG Asia and GEA,

which will occur prior to the consummation of the Business Combination, Currenc will not own or control any equity interest in any PRC

company or operate any business in China, and Seamless did not, and Currenc will not, have 50% or more of its total assets, net assets,

revenues or profits located or generated in China.

As such, Seamless believes that the Trial Measures do not apply to the Business Combination.

applicable laws, regulations, or interpretations of PRC may change, and the relevant PRC government agencies could reach a different

If prior approval was required while Seamless inadvertently concluded that such approval was not required or if applicable

laws and regulations or the interpretation of such were modified to require Currenc to obtain the approval in the future, it may face

regulatory actions or other sanctions from relevant Chinese regulatory authorities.

These authorities may take actions that could have

a material adverse effect upon its business, financial condition, results of operations, reputation and prospects, as well as the trading

price of its securities.

In addition, any changes in PRC law, regulations, or interpretations may severely affect its operations.

if Currenc is required by the Trial Measures to file with the CSRC, it cannot assure you that it will be able to complete such filings

in a timely manner, or even at all.

in foreign currency exchange rates will affect our financial results, which we report in U.S.

operate in multiple jurisdictions, which exposes us to the effects of fluctuations in currency exchange rates.

We earn revenue denominated

in Indonesian Rupiah, Singapore Dollars, Malaysian Ringgit and U.S.

Dollars, among other currencies.

Fluctuations in the exchange rates

between the various currencies that we use could result in expenses being higher and revenue being lower than would be the case if exchange

rates were stable.

We cannot assure you that movements in foreign currency exchange rates will not have a material adverse effect on

our results of operations in future periods.

We do not generally enter into hedging contracts to limit our exposure to fluctuations in

the value of the currencies that our businesses use.

We cannot assure you that central banks of the jurisdictions in which we operate

will, or would be able to, intervene in the foreign exchange market in the future to achieve stabilization or other objectives, or that

such intervention would be effective in achieving the intended objectives.

Furthermore, the substantial majority of our revenue is denominated

in emerging markets currencies.

Because fluctuations in the value of emerging markets currencies are not necessarily correlated, there

can be no assurance that our results of operations will not be adversely affected by such volatility.

on currency exchange in certain countries may limit our ability to receive and use our revenue effectively.

large majority of our revenue and expenses are denominated in Singapore Dollars, Malaysian Ringgit, United States Dollars and Indonesian

If revenue denominated in Singapore Dollars, Malaysian Ringgit, United States Dollars and Indonesian Rupiah increase or expenses

denominated in such currencies decrease in the future, we may need to convert a portion of our revenue into other currencies to meet

our foreign currency obligations, including, among others, payment of dividends declared, if any, in respect of our Ordinary Shares.

In Malaysia, residents are allowed to buy or sell Ringgit against foreign currency with, amongst others, a licensed onshore bank (other

than a licensed international Islamic bank) on a spot basis.

In Indonesia, a party wishing to convert Indonesian Rupiah to foreign currency

exceeding certain thresholds 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,

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.

We cannot guarantee that we will be able to convert such local currencies into

Dollars or other foreign currencies to pay dividends or for other purposes on a timely basis or at all.

ability of our subsidiaries in certain countries to distribute dividends to us may be subject to restrictions under their respective

are a holding company, and our subsidiaries are located throughout Southeast Asia, including Malaysia, Indonesia and Singapore.

of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our subsidiaries.

distribution of dividends to us from our Indonesian subsidiary, WalletKu, is subject to a requirement to maintain a general reserve of

at least 20% of the paid up capital of the subsidiary.

Although there are currently no foreign exchange control or other regulations

which restrict the ability of our subsidiaries in Malaysia, Indonesia and Singapore to distribute dividends to us, the relevant regulations

may change and the ability of these subsidiaries to distribute dividends to us may be restricted in the future.

may face difficulties in protecting your interests, and your ability to protect your rights through U.S.

courts may be limited, because

we are an exempted company under Cayman Islands law.

are an exempted company registered by way of continuation under the laws of the Cayman Islands.

Our corporate affairs are governed by

our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands.

The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our

directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.

The common law of the

Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law

of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands.

of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be

under statutes or judicial precedent in some jurisdictions in the United States.

In particular, the Cayman Islands have a less developed

body of securities laws than the United States.

states, such as Delaware, have more fully developed and judicially interpreted

bodies of corporate law than the Cayman Islands.

In addition, Cayman Island companies may not have standing to initiate a shareholder

derivative action in a federal court of the United States.

of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than

the memorandum and articles of association and any special resolutions passed by such companies, and the registers of mortgages and charges

of such companies) or to obtain copies of lists of shareholders of these companies.

Under Cayman Islands law, the names of our current

directors can be obtained from a search conducted at the Registrar of Companies.

Our directors have discretion under our post-offering

memorandum and articles of association that will become effective immediately prior to completion of this offering to determine whether

or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available

to our shareholders.

This may make it more difficult for you to obtain the information needed to establish any facts necessary for a

shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken

by our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company

incorporated in the United States.

For a discussion of significant differences between the provisions of the Companies Law of the Cayman

Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “ Description of Currenc

Securities ” and “ Comparison of Corporate Governance and Shareholder Rights .”

judgments obtained against us by our shareholders may not be enforceable.

are a Cayman Islands exempted company and substantially all of our assets are located outside the United States.

Substantially all of

our current operations are conducted in Singapore, Malaysia and Indonesia.

In addition, most of our current directors and officers are

nationals and residents of countries other than the United States.

Substantially all of the assets of these persons are located outside

the United States.

As a result, it may be difficult or impossible for you to effect service of process against us or against these individuals

in the United States in the event that you believe that your rights have been infringed under the U.S.

federal securities laws or otherwise.

Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Singapore, Malaysia and Indonesia may

render you unable to enforce a judgment against our assets or the assets of our directors and officers.

an exempted company registered by way of continuation in the Cayman Islands, we may be permitted to adopt certain home country practices

in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards.

These practices

may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.

a Cayman Islands exempted company listed on the Nasdaq, we are subject to Nasdaq corporate governance listing standards.

However, Nasdaq

rules permit a foreign private issuer to follow the corporate governance practices of its home country.

Certain corporate governance

practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards.

After June 30, 2025, we qualify as a foreign private issuer.

Currently, we do not plan to rely on home country practice with respect

to our corporate governance after we complete this offering.

To the extent we choose to follow home country practice in the future, our

shareholders may be afforded less protection than they otherwise would enjoy under Nasdaq corporate governance listing standards applicable

domestic issuers.

Related to the Government Regulation Regulatory Framework Applicable to Us

business is subject to extensive government regulation and oversight across various geographies and our status under these regulations

operate in a highly regulated industry that is rapidly evolving, which requires us to follow regulatory updates and act on a timely basis.

We currently principally operate in Singapore, Malaysia and Indonesia, where our business and operations are subject to numerous governmental

and industry regulators.

Because the industries we operate in are relatively new in our markets, especially the money transfer, payment

solutions and e-wallet services industries, the relevant laws and regulations, as well as their interpretations, are often unclear and

Compliance with present or future regulation could be costly, and breaches or violations could expose us to substantial liability,

force us to change our business practices or force us to cease offering our current services.

Furthermore, regulators may require specific

business continuity and disaster recovery plans and may conduct rigorous testing of such plans.

Responding to such increased scrutiny

may be costly and time-consuming and may divert our resources from other business priorities.

The implementation of new regulations or

guidelines could require us to change the way we conduct our money service operator or other payment system operator services or the

licenses that we require, incur new expenses or retain legal counsel or additional staff to ensure compliance with such regulations.

Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

See “ Seamless’

Business-Regulation ” for further details on applicable regulations.

may fail to obtain, maintain or renew requisite licenses and approvals.

we believe that we currently have all material licenses and approvals necessary to conduct our business, we may not be able to obtain

all the licenses and approvals that may be deemed necessary to provide the products and services we plan to offer.

Because the industries

we operate in are relatively new in our markets, especially the money transfer services businesses, the relevant laws and regulations,

as well as their interpretations, are often unclear and evolving.

This can make it difficult to know which licenses and approvals are

necessary, or the processes for obtaining them.

For these same reasons, we also cannot be certain that we will be able to maintain the

licenses and approvals that we have previously obtained, or that once they expire we will be able to renew them.

We also believe that

some of our business operations fall outside the scope of licensing requirements, or benefit from certain exemptions, making it not necessary

to obtain certain licenses or approvals.

We cannot be sure that our interpretations of the rules and their exemptions have always been

or will be consistent with those of the local regulators.

we expand our businesses, in particular our money service business, we may be required to obtain new licenses and will be subject to

additional laws and regulations in the markets we plan to operate in.

we fail to obtain, maintain or renew any required licenses or approvals or make any necessary filings or are found to require licenses

or approvals that we believed were not necessary or we were exempted from obtaining, we may be subject to various penalties, such as

confiscation of the revenue or assets that were generated through the unlicensed business activities, imposition of fines, suspension

or cancelation of the applicable license, written reprimands, termination of third-party arrangements, suspension of business activities,

criminal prosecution and the discontinuation or restriction of our operations.

Any such penalties may disrupt our business operations

and materially and adversely affect our business, financial condition and results of operations.

are subject to anti-money laundering laws and regulations.

are subject to various anti-money laundering and counter-terrorist financing laws and regulations around the world that prohibit, among

other things, our involvement in transferring the proceeds of criminal activities.

We have programs designed to comply with new and existing

legal and regulatory requirements.

However, any errors, failures, or delays in complying with federal, state or foreign anti-money laundering

or counter-terrorist financing laws and regulations by us or our partners could result in significant criminal and civil lawsuits, penalties,

forfeiture of significant assets, or other enforcement actions, as well as reputational harm.

around the world have increased their scrutiny of compliance with these obligations, which may require us to further revise or expand

our compliance program, including the procedures we use to verify the identity of our customers and to monitor international and domestic

transactions.

Regulators regularly re-examine thresholds of the number of transactions at which we must obtain and keep applicable records

or verify identities of customers and any change in such thresholds could result in greater costs for compliance.

Costs associated with

fines or enforcement actions, changes in compliance requirements, or limitations on our ability to grow our business could harm our business

and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned product and

service improvements, make it more difficult for new customers to join our network and reduce the attractiveness of our products and

former director of one of our subsidiaries was required to resign his position by a local regulator.

former director and officer of a subsidiary was required by a regulator to resign his position as director and officer in that subsidiary

for reasons relating to whether he was fit and proper to serve as director.

While we do not anticipate the regulator’s actions

having any direct effect on us or our operations as our subsidiary has not been subject to any warning or sanctions in relation to this

incident, this incident and negative perceptions regarding it could negatively affect the brand names of our businesses and our reputation

in our industry, could cause customers to switch to other service providers, and could cause potential and existing funding sources,

customers, service providers and investors to decide to not enter into transactions, or associate, with us, which could have a negative

impact on our business and results of operations.

Related to Our Organization and Structure

management team may not successfully or efficiently manage its transition to being a public company.

a public company, we have incurred new obligations relating to our reporting, procedures, and internal controls.

These new obligations

and attendant scrutiny will require investments of significant time and energy from our executives and could divert their attention away

from the day-to-day management of our business, which in turn could adversely affect our financial condition or operating results.

members of our management team have extensive experience leading complex organizations.

However, they have limited experience managing

a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations

that specifically govern public companies.

are an “emerging growth company,” and our reduced SEC reporting requirements may make our shares less attractive to investors.

are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“ JOBS Act ”).

We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following

the fifth anniversary of the closing of the Business Combination, (b) in which we has total annual gross revenue of at least $1.235 billion

or (c) in which we are deemed to be a large accelerated filer, which means the market value of Holdco Shares held by non-affiliates exceeds

$700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we issued more than $1.0 billion

in non-convertible debt during the prior three-year period.

We intend to take advantage of exemptions from various reporting requirements

that are applicable to most other public companies, such as an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley

Act requiring our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control

over financial reporting and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any

golden parachute payments not previously approved.

We cannot predict if investors will find our shares less attractive because we intend

to rely on certain of these exemptions and benefits under the JOBS Act.

If some investors find our shares less attractive as a result,

there may be a less active, liquid and/or orderly trading market for our shares and the market price and trading volume of our shares

may be more volatile and decline significantly.

will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business,

financial condition and results of operations.

a result of the consummation of the Business Combination, we face increased legal, accounting, administrative and other costs and expenses

as a public company that we did not incur as a private company.

The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”),

including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall

Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, Public

Company Accounting Oversight Board (the “PCAOB”) and the securities exchanges, impose additional reporting and other obligations

on public companies.

Compliance with public company requirements will increase costs and make certain activities more time-consuming.

A number of those requirements have and will require us to carry out activities we have not done previously.

For example, we have created

new board committees and will adopt new internal controls and disclosure controls and procedures.

In addition, expenses associated with

SEC reporting requirements will be incurred.

Furthermore, if any issues in complying with those requirements are identified, we could

incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions

It may also be more expensive to obtain director and officer liability insurance.

Risks associated with our status as a public

company may make it more difficult to attract and retain qualified persons to serve on the Board or as executive officers.

The additional

reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs

of related legal, accounting and administrative activities.

These increased costs will require us to divert a significant amount of money

that could otherwise be used to expand the business and achieve strategic objectives.

Advocacy efforts by shareholders and third parties

may also prompt additional changes in governance and reporting requirements, which could further increase costs.

will incur significantly increased costs and devote substantial management time as a result of operating as a public company, particularly

after it is no longer an “emerging growth company.”

consummation of the Business Combination, Currenc will incur significant legal, accounting and other expenses that Seamless did not incur

as a private company and INFINT did not incur as a blank check company.

For example, it will be required to comply with certain of the

requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations

subsequently implemented by the SEC, including the establishment and maintenance of effective disclosure and financial controls and changes

in corporate governance practices.

Currenc expects that compliance with these requirements with respect to Seamless’ business and

operations will increase its legal and financial compliance costs and will make some activities more time consuming and costly.

Currenc expects that its management and other personnel will need to divert attention from operational and other business matters to

devote substantial time to these public company requirements.

In particular, it expects to incur significant expenses and devote substantial

management effort towards ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act.

Seamless is still in the

process of compiling the system and processing documentation needed to comply with such requirements.

Currenc may not be able to complete

its evaluation, testing and any required remediation in a timely fashion.

In that regard, Currenc anticipates that it will need to hire

additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

for as long as Currenc remains an “emerging growth company” as defined in the JOBS Act, it intends 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those

standards apply to private companies.

Currenc expects to continue INFINT’s election to accept this exemption from new or revised

accounting standards and, therefore, will not be subject to the same new or revised accounting standards as other public companies that

are not “emerging growth companies.”

Currenc is no longer an “emerging growth company,” it expects to incur additional management time and cost to comply with

the more stringent reporting requirements, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

cannot predict or estimate the amount of additional costs it may incur as a result of becoming a public company or the timing of such

will need to improve our operational and financial systems to support our expected growth, increasingly complex business arrangements,

and rules governing revenue and expense recognition and any inability to do so will adversely affect our billing and reporting.

manage the expected growth of our operations and increasing complexity, we will need to improve our operational and financial systems,

procedures, and controls and continue to increase systems automation to reduce reliance on manual operations.

Any inability to do so

will affect our manufacturing operations, customer billing and reporting.

Our current and planned systems, procedures and controls may

not be adequate to support our complex arrangements and the rules governing revenue and expense recognition for our future operations

and expected growth.

Delays or problems associated with any improvement or expansion of our operational and financial systems and controls

could adversely affect our relationships with our customers, cause harm to our reputation and brand and could also result in errors in

our financial and other reporting.

We expect that complying with these rules and regulations will substantially increase our legal and

financial compliance costs and will make some activities more time-consuming and costly.

These increased costs will increase our net

loss and we cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements.

management has limited experience in operating a U.S.-listed public company.

management has limited experience in the management of a U.S.-listed public company.

Our management team may not successfully or effectively

manage our transition to a U.S.-listed public company that will be subject to significant regulatory oversight and reporting obligations

under federal securities laws.

Their limited experience in dealing with the increasingly complex laws pertaining to public companies

could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which

will result in less time being devoted to the management and growth of the combined company.

We may not have adequate personnel with

the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial

reporting required of U.S.-listed public companies.

The development and implementation of the standards and controls necessary for the

combined company to achieve the level of accounting standards required of a public company listed on a public exchange in the United

States may require costs greater than expected.

It is possible that we will be required to expand our employee base and hire additional

employees to support our operations as a public company, which will increase our operating costs in future periods.

corporate actions will be substantially controlled by its chairman of the board, who will have the ability to exert significant influence

over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium

for your Ordinary Shares and materially reduce the value of your investment.

Kong, Currenc’s chairman of the board, beneficially owns approximately 58.89% of the issued and outstanding Ordinary Shares.

a result, he has substantial influence over our business, including significant corporate actions such as mergers, consolidations, sales

of all or substantially all of its assets, election of directors and other significant corporate actions.

He may take actions that are

not in the best interest of Currenc’s other shareholders.

the completion of the Business Combination, after June 30, 2025, Currenc qualifies as a foreign private issuer within the meaning of

the rules under the Exchange Act, and as such Currenc will be exempt from certain provisions applicable to United States domestic public

qualifies as a foreign private issuer under the Exchange Act following the consummation of the Business Combination after June 30, 2025,

Kong, the Chairman will hold 58.9% of the outstanding Ordinary Shares, as such less than 50% of Currenc’s outstanding

voting securities are held by U.S.

After June 30, 2025, Currenc is exempt from certain provisions of the securities rules

and regulations in the United States that are applicable to U.S.

domestic issuers, including:

(1) the rules under the Exchange Act requiring

the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

(2) the sections of the Exchange Act regulating

the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

(3) the sections

of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders

who profit from trades made in a short period of time;

and (4) the selective disclosure rules by issuers of material nonpublic information

under Regulation FD.

a foreign private issuer, Currenc will be required to file an annual report on Form 20-F within four months of the end of each fiscal

In addition, Currenc intends to publish its results on a quarterly basis through press releases, distributed pursuant to the rules

and regulations of NASDAQ.

Press releases relating to financial results and material events will also be furnished to the SEC on Form

However, the information Currenc is required to file with or furnish to the SEC will be less extensive and less timely compared

to that required to be filed with the SEC by U.S.

domestic issuers.

Accordingly, after the Business Combination, if you continue to hold

Ordinary Shares and warrants (collectively, “Currenc securities”), you may receive less or different information about Currenc

than you currently receive about INFINT or that you would receive about a U.S.

domestic public company.

though Currenc qualifies as a foreign private issuer, Currenc could lose its status as a foreign private issuer under current SEC rules

and regulations if more than 50% of the outstanding Ordinary Shares become directly or indirectly held of record by U.S.

any one of the following is true:

(1) the majority of Currenc’s directors or officers are U.S.

citizens or residents;

than 50% of Currenc’s assets are located in the United States;

or (3) Currenc’s business is administered principally in the

United States.

have been advised by Mourant Ozannes, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize

or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities

laws of the United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us

predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities

imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands

of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a

foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court

imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and

must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable

on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public

policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

A Cayman Islands

Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken

by management, members of the Board or controlling shareholders than they would as public shareholders of a United States company.

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.

Charter contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests.

These provisions include a staggered board of directors and the ability of the Board to designate the terms of and issue new series of

preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve

payment of a premium over prevailing market prices for our securities.

Related to Ownership of Our Securities

will not be entitled to protections normally afforded to investors of many other blank check companies.

the net proceeds of the IPO and the sale of the private placement warrants are intended to be used to complete an initial business combination

with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States

securities laws.

However, because we will have net tangible assets in excess of $5,000,000 upon the completion of the IPO and the sale

of the private placement warrants and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this

fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors

will not be afforded the benefits or protections of those rules.

Among other things, this means our units are immediately tradable and

we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419.

the IPO were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us

unless and until the funds in the Trust Account were released to us in connection with our completion of an initial business combination.

will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.

Therefore, to liquidate

your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

public shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of:

(i) our completion of

an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected

to redeem, subject to the limitations and on the conditions described herein;

(ii) the redemption of any public shares properly submitted

in connection with a shareholder vote to amend our Charter (A) to modify the substance or timing of our obligation to allow redemption

in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business

combination prior to the Third Extended Date or (B) with respect to any other material provisions

relating to shareholders’ rights or pre-initial business combination activity;

and (iii) the redemption of our public shares if

we have not completed an initial business combination prior to the Third Extended Date, subject

to applicable law and as further described herein.

In no other circumstances will a public shareholder have any right or interest of

any kind in the Trust Account.

Holders of warrants will not have any right to the funds held in the Trust Account.

Accordingly, to liquidate

your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

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.

currently list our units and Class A ordinary shares on NYSE.

Following the notice of delisting and suspension of trading of our warrants

by NYSE due to “abnormally low” price levels, our warrants were delisted from NYSE effective

December 13, 2023.

We cannot assure you that our securities will be, or will continue to be, listed on NYSE in the future or prior to

our initial business combination.

In order to continue listing our securities on NYSE prior to our initial business combination, we must

maintain certain financial, distribution and share price levels.

Generally, following our IPO, we must maintain a minimum amount in shareholders’

equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).

Additionally, in connection

with our initial business combination, we will be required to demonstrate compliance with NYSE’s initial listing requirements,

which are more rigorous than NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities

For instance, our share price would generally be required to be at least $4.00 per share and our shareholders’ equity

would generally be required to be at least $5.0 million.

We cannot assure you that we will be able to meet those initial listing requirements

at that time.

On January 19, 2024, we received the Notice from NYSE informing us that, because the number of public shareholders is less

than 300, INFINT is not in compliance with Section 802.01B of the Listing Rule.

The Listing Rule requires INFINT to maintain a minimum

of 300 public stockholders on a continuous basis.

The Notice specifies that the Company has 45 days to submit a business plan that demonstrates

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

On March 4, 2024, we

submitted such a business plan to demonstrate how INFINT expects to return to compliance with the Listing Rule within 18 months of receipt

of the Notice.

The plan is currently under review by the sta f f

of NYSE Regulation.

If NYSE Regulation accepts the plan, we will be notified in writing and will be subject to periodic reviews includ i ng

quarterly monitoring for compliance with such plan.

If NYSE Regulation does not accept the plan, we will be subject to delisting procedures.

NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange,

we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse

consequences, including:

If Currenc loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described

above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were

a company incorporated in the United States.

If this were to happen, Currenc would likely incur substantial costs in fulfilling these

additional regulatory requirements and members of Currenc’s management would likely have to divert time and resources from other

responsibilities to ensuring these additional regulatory requirements are fulfilled.

may be a passive foreign investment company (“PFIC”), which could result in adverse U.S.

federal income tax consequences

investors who own Ordinary Shares following the completion of the Business Combination.

Currenc is or becomes a PFIC, for U.S.

federal income tax purposes for any taxable year during which a U.S.

Holder (a beneficial owner

of Ordinary Shares or warrants, who or that is, for U.S.

federal income tax purposes, (i) an individual who is a citizen or resident

of the United States, (ii) a corporation (or other entity treated as a corporation for U.S.

federal income tax purposes) that is created

or organized in or under the laws of the United States or any state thereof or the District of Columbia, (iii) an estate the income of

which is subject to U.S.

federal income tax regardless of its source, or (iv) a trust that (1) is subject to the primary supervision

of a court within the United States and the control of one or more U.S.

persons for all substantial decisions or (2) has a valid election

in effect under applicable U.S.

Treasury regulations to be treated as a U.S.

person) holds Ordinary Shares or warrants, certain adverse

federal income tax consequences may apply to such U.S.

The annual PFIC income and asset tests in respect of Currenc will

be applied based on the assets and activities of the combined business.

Whether Currenc is a PFIC for any taxable year is a factual determination

that depends on, among other things, the composition of its income and assets, and the market value of its and its subsidiaries’

Further, whether Currenc is treated as a PFIC for U.S.

federal income tax purposes is a factual determination that must be made

annually at the close of each taxable year and, thus, is subject to uncertainty.

Accordingly, there can be no assurance that Currenc

will not be treated as a PFIC for any taxable year.

Currenc were treated as a PFIC, a U.S.

Holder of Ordinary Shares or warrants may be subject to adverse U.S.

federal income tax consequences,

such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest

charges on certain taxes treated as deferred, and additional reporting requirements.

Certain elections (including a “qualified

electing fund” or a mark-to-market election) may be available to U.S.

Holders of Ordinary Shares to mitigate some of the adverse

tax consequences resulting from PFIC treatment, but U.S.

Holders will not be able to make similar elections with respect to Currenc warrants.

transfer of our Ordinary Shares may be subject to U.S.

estate and generation-skipping transfer tax.

our Ordinary Shares will be treated as shares of a U.S.

domestic corporation for U.S.

federal income tax purposes, the U.S.

generation-skipping transfer tax rules generally may apply to a non-U.S.

holder’s ownership and transfer of our Ordinary Shares.

Related an Investment in of Our Securities

active market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

price of our securities may vary significantly due to factors specific to us as well as to general market or economic conditions.

an active trading market for our securities may never develop or, if developed, it may not be sustained.

You may be unable to sell your

securities unless a market can be established and sustained.

warrants are not currently listed on a national securities exchange.

November 28, 2023, NYSE notified INFINT and publicly announced that NYSE determined to commence proceedings to delist INFINT’s

public warrants from NYSE and that trading in the INFINT’s warrants would be suspended immediately due to “abnormally low”

trading price pursuant to Section 802.01D of the NYSE Listed Company Manual.

Trading in the INFINT’s warrants was suspended immediately.

Following the notice of delisting and suspension of trading of public warrants by the NYSE, the public warrants were delisted from the

NYSE effective December 13, 2023.

As a result, the public warrants may only be available for quotation on over-the-counter market, which

may result in a limited ability to engage in transactions in the public warrants providing warrant holders with limited or no liquidity.

The public warrant holders may be unable to sell their securities, unless a market can be fully developed and sustained.

failure to meet Nasdaq’s continued listing requirements could result in a delisting of our shares.

we fail to satisfy Nasdaq’s continued listing requirements, such as the corporate governance requirements or the minimum closing

bid price requirement, Nasdaq may take steps to delist our shares.

Such a delisting would likely have a negative effect on the price

of our shares and would impair your ability to sell or purchase our shares when you wish to do so.

In the event of a delisting, we can

provide no assurance that any action taken by us to restore compliance with listing requirements would allow our shares to become listed

again, stabilize the market price or improve the liquidity of our shares, prevent our shares from dropping below Nasdaq’s minimum

bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities

exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material

adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A

ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading

market for our securities;

determination that our Ordinary Shares are “penny stock” which will require brokers trading in the Ordinary Shares to

adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or

fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business

Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents,

as applicable, such shareholder may not become aware of the opportunity to redeem its shares.

In addition, proxy materials or tender

offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination

will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption.

example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or

hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer

agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer

documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the

proposal to approve the initial business combination.

In addition, if we conduct redemptions in connection with a shareholder vote, we

intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our

transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included.

the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as

applicable, its shares may not be redeemed.

we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,

and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose

the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our Charter provides that a public shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange

Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the IPO without

our prior consent (the “Excess Shares”).

However, we would not be restricting our shareholders’ ability to vote all

of their shares (including Excess Shares) for or against our initial business combination.

Your inability to redeem the Excess Shares

will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your

investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with

respect to the Excess Shares if we complete our initial business combination.

And as a result, you will continue to hold that number

of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially

may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination.

We may also issue Class A ordinary shares upon the conversion of the founder

shares at a ratio greater than one-to- one at the time of our initial business combination as a result of the anti-dilution provisions

contained therein.

Any such issuances would dilute the interest of our shareholders and likely present other risks.

Charter authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary

shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share.

There are 495,252,979 and 44,166,917

authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not

take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class

B ordinary shares.

The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with or immediately

following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth

herein and in our Charter, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related

to our initial business combination.

Immediately after the IPO, there will be no preference shares issued and outstanding.

may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination

or under an employee incentive plan after completion of our initial business combination.

We may also issue Class A ordinary shares upon

conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result

of the anti-dilution provisions as set forth therein.

However, our Charter provides, among other things, that prior to our initial business

combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or

(ii) vote on any initial business combination.

These provisions of our Charter, like all provisions of our Charter, may be amended with

a shareholder vote.

The issuance of additional ordinary or preference shares:

significantly dilute the equity interest of investors in the IPO;

subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded

our Class A ordinary shares;

cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our

ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers

and directors;

adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.

management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive

fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their

warrants for cash.

we call our public warrants for redemption after the redemption criteria described elsewhere in this Annual Report have been satisfied,

our management will have the option to require any holder that wishes to exercise his warrant (including any private placement warrants)

to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis,

the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised

his warrants for cash.

This will have the effect of reducing the potential “upside” of the holder’s investment in our

may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to our investors, thereby making their warrants

have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of

$0.01 per warrant, provided that the last reported sales price of the Class A ordinary shares equals or exceeds $18.00 per share (as

adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading-day period

commencing at any time after the warrants become exercisable and ending on the third business day prior to proper notice of such redemption

provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants,

we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the

warrants and a current prospectus relating to them is available.

If and when the warrants become redeemable by us, we may exercise our

redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities

Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time

when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise

wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for

redemption, is likely to be substantially less than the market value of your warrants.

we do not file and maintain a current and effective prospectus relating to the Class A ordinary shares issuable upon exercise of the

warrants, holders will only be able to exercise such warrants on a “cashless basis.”

we do not file and maintain a current and effective prospectus relating to the Class A ordinary shares issuable upon exercise of the

warrants at the time that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless basis”

provided that an exemption from registration for the issuance of such Class A ordinary shares is available.

As a result, the number of

Class A ordinary shares that holders will receive upon exercise of the warrants will be fewer than it would have been had such holder

exercised his warrant for cash.

Further, if an exemption from registration is not available, holders would not be able to exercise on

a cashless basis and would only be able to exercise their warrants for cash if a current and effective prospectus relating to the Class

A ordinary shares issuable upon exercise of the warrants is available.

As we are a special purpose acquisition company and are deemed

by the SEC to be a “shell company”, if there is not a current and effective prospectus relating to the Class A ordinary shares

issuable upon exercise of the warrants, our shareholders will not be able to rely on the safe harbor provisions of Rule 144 under the

Securities Act to publicly resell any Class A ordinary shares underlying warrants that are exercised on a cashless basis until one year

after the completion of the business combination.

Under the terms of the warrant agreement, we have agreed to use our best efforts to

meet these conditions and to file and maintain a current and effective prospectus relating to the Class A ordinary shares issuable upon

exercise of the warrants until the expiration of the warrants.

However, we cannot assure our shareholders that we will be able to do

If we are unable to do so, the potential “upside” of the holder’s investment in our company may be reduced or the

warrants may expire worthless.

investor will only be able to exercise a warrant if the issuance of Class A ordinary shares upon such exercise has been registered or

qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

warrants will be exercisable and we will not be obligated to issue Class A ordinary shares unless the Class A ordinary shares issuable

upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the

holder of the warrants.

If the Class A ordinary shares issuable upon exercise of the warrants are not qualified or exempt from qualification

in the jurisdictions in which the holders of the warrants reside, the warrants may be deprived of any value, the market for the warrants

may be limited and they may expire worthless if they cannot be sold.

may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the

then outstanding public warrants.

As a result, the exercise price of warrants could be increased, the exercise period could be shortened

and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder (i) to cure any

ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the

warrants and the warrant agreement set forth in this Annual Report, or to cure, correct or supplement any defective provision, or (ii)

to add or change any other provisions with respect to matters or questions arising under the warrant agreement as the parties to the

warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the interests of the registered holders

of the warrants.

The warrant agreement requires the approval by the holders of at least 50% of the then outstanding public warrants in

order to make any change that adversely affects the interests of the registered holders.

Accordingly, we may amend the terms of the public

warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants

is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert

the warrants into cash or stock, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise

of a warrant.

a decreased ability to issue additional securities or obtain additional financing in the future.

market price of our Ordinary Shares may decline following the Business Combination.

market price of our Ordinary Shares may decline following the Business Combination for a number of reasons including if:

react negatively to the prospects of our business;

effect of the Business Combination on our business and prospects is not consistent with the expectations of financial or industry

do not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry

securities or industry analysts do not publish research or reports about our business, if they change their recommendations regarding

our Ordinary Shares or if our operating results do not meet their expectations, our Ordinary Shares price and trading volume could decline.

trading market for our Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about

us or our businesses.

If no securities or industry analysts commence coverage of us, the trading price for our Ordinary Shares could

be negatively impacted.

In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade

our securities or publish unfavorable research about its businesses, or if our operating results do not meet analyst expectations, the

trading price of our Ordinary Shares would likely decline.

If one or more of these analysts cease coverage of us or fail to publish reports

on us regularly, demand for our Ordinary Shares could decrease, which might cause our Ordinary Share price and trading volume to decline.

Ordinary Share price may decline and you could lose all or part of your investment as a result.

trading price of our Ordinary Shares is likely to be volatile.

The stock market recently has experienced extreme volatility.

This volatility

often has been unrelated or disproportionate to the operating performance of particular companies.

You may not be able to resell your

Ordinary Shares at an attractive price due to a number of factors such as those listed in “ Risks Related to Our Business, Industry,

and Operations ” and the following:

of operations that vary from the expectations of securities analysts and investors;

of operations that vary from our competitors;

in expectations as to our future financial performance, including financial estimates and investment recommendations by securities

analysts and investors;

in the market prices of stocks generally;

actions by us or our competitors;

announcements

by us or our competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

announcements

of estimates by third parties of actual or anticipated changes in the size of our customer base or the level of customer engagement;

significant change in our management;

in general economic or market conditions or trends in our industry or markets;

in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable

to our business;

securities being sold or issued into the market by us or any of the existing shareholders or the anticipation of such sales, including

if we issue shares to satisfy restricted stock unit related tax obligations or if existing shareholders sell shares into the market

when applicable “lock-up” periods end;

perceptions of the investment opportunity associated with our Ordinary Shares relative to other investment alternatives;

public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

development and sustainability of an active trading market for our Ordinary Shares;

by institutional or activist shareholders;

in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies;

in accounting standards, policies, guidelines, interpretations or principles;

events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

broad market and industry fluctuations may adversely affect the market price of our Ordinary Shares, regardless of our actual operating

In addition, price volatility may be greater if the public float and trading volume of our Ordinary Shares is low.

past, following periods of market volatility, shareholders have instituted securities class action litigation.

If we are involved in

securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business

regardless of the outcome of such litigation.

there are no current plans to pay cash dividends on our Ordinary Shares for the foreseeable future, you may not receive any return on

investment unless you sell your Ordinary Shares at a price greater than what you paid for it.

intend to retain future earnings, if any, for future operations, expansion and debt repayment, and there are no current plans to pay

any cash dividends for the foreseeable future.

The declaration, amount and payment of any future dividends on our Ordinary Shares will

be at the sole discretion of our Board.

Our Board may consider general and economic conditions, our financial condition and results of

operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions,

implications of the payment of dividends by us to our shareholders or by our subsidiaries to us and such other factors as our Board may

deem relevant.

As a result, you may not receive any return on an investment in our Ordinary Shares unless you sell your Ordinary Shares

for a price greater than that which you paid for it.

shareholders may experience dilution in the future.

percentage of our Ordinary Shares owned by current shareholders may be diluted in the future because of equity issuances for acquisitions,

capital market transactions or otherwise, including, without limitation, equity awards that we may grant to our directors, officers and

employees, exercise of our warrants.

Such issuances may have a dilutive effect on our earnings per share, which could adversely affect

the market price of our Ordinary Shares.

sales, or the perception of future sales, by us or our shareholders in the public market could cause the market price for our Ordinary

Shares to decline.

sale of our Ordinary Shares in the public market, or the perception that such sales could occur, could harm the prevailing market price

of our Ordinary Shares.

These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell

equity securities in the future at a time and at a price that it deems appropriate.

connection with the Business Combination, INFINT shareholders and Seamless shareholders, who own 64.01% of Currenc Ordinary Shares following

the Business Combination, have agreed with us, subject to certain exceptions, not to lend, offer, pledge, hypothecate, encumber, donate,

assign, sell, contract to sell, sell any option or contract to purchase, purchase an option or contract to sell, grant any option, right

or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the shares issued in connection with the

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

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

whether any of these transactions are to be settled by delivery of any such shares or other securities, in cash, or otherwise, subject

to limited exceptions, for a period beginning at the closing of the Business Combination and ending on the earlier of:

(i) six months

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

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

Shares for cash, securities or other property.

In connection with the Closing, INFINT and Seamless waived lockup restrictions on 2,100,000

shares held by the Sponsor.

addition, the Ordinary Shares reserved for future issuance under Incentive Plan will become eligible for sale in the public market once

those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law.

number of shares equal to 4,636,091 have been reserved for future issuance under the Incentive Plan.

We expect to file one or more registration

statements on Form S-8 under the Securities Act to register Ordinary Shares or securities convertible into or exchangeable for Ordinary

Shares issued pursuant to the Incentive Plan.

Any such Form S-8 registration statements will automatically become effective upon filing.

Accordingly, shares registered under such registration statements will be available for sale in the open market.

the future, we may also issue its securities in connection with investments or acquisitions.

The amount of Ordinary Shares issued in

connection with an investment or acquisition could constitute a material portion of the then-outstanding Ordinary Shares.

of additional securities in connection with investments or acquisitions may result in additional dilution to our shareholders.

is no guarantee that the public warrants or private warrants will ever be in the money;

they may expire worthless or the terms of warrants

may be amended.

exercise price for the public warrants and private warrants is $11.50 per ordinary share.

There is no guarantee that the public warrants

or private warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

addition, our public warrants and private warrants were issued in registered form under a warrant agreement between Continental Stock

Transfer & Trust Company, as warrant agent, and INFINT.

The warrant agreement provides that the terms of the warrants may be amended

without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders

of at least a majority of the then outstanding public warrants to make any other change.

Accordingly, we may amend the terms of the warrants

in a manner adverse to a holder if holders of at least a majority of the then outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the warrants with the consent of at least a majority of the then outstanding public warrants

is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten

the exercise period or decrease the number of shares and their respective affiliates and associates have of Ordinary Shares purchasable

upon exercise of a warrant.

Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New

York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which

could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating

could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us.

Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against Currenc arising out of or relating

in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New

16 unchanged sentences

action as agent for such warrant holder.

choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for

disputes with our company, which may discourage such lawsuits.

choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that we find favorable for

disputes with Currenc, which may discourage such lawsuits.

Alternatively, if a court were to find this provision of our warrant agreement

2 unchanged sentences

and results of operations and result in a diversion of the time and resources of our management and Board.

provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

issue additional Class A ordinary shares or equity-linked securities in connection with the closing of our initial business combination

at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (the “Newly Issued Price”),

aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available

for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),

Market Value is below $9.20 per share,

the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value

or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent)

to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.

This may make it more difficult for us to

consummate an initial business combination with a target business.

warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial

business combination.

issued warrants to purchase 9,999,940 Class A ordinary shares as part of the units offered in the IPO and, simultaneously with the closing

of the IPO, we issued in a private placement an aggregate of 7,796,842 private placement warrants, at $1.00 per warrant.

addition, if the Sponsor makes any working capital loans, it may convert those loans into up to an additional 1,500,000 private placement

warrants, at the price of $1.00 per warrant.

On September 13, 2023, we issued the Amended Note in the principal amount

of up to $400,000 to the Sponsor, which may be drawn down from time to time prior to the Maturity Date upon request by us.

we consummate our initial business combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding under

the Amended Note into that number of Working Capital Warrants equal to the portion of the principal amount of the Amended Note being converted

divided by $1.00, rounded up to the nearest whole number.

the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional

Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business.

warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class

A ordinary shares issued to complete the business transaction.

Therefore, our warrants may make it more difficult to effectuate a business

transaction or increase the cost of acquiring the target business.

each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other

special purpose acquisition companies.

unit contains one-half of one warrant.

Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the

units, and only whole units will trade.

If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest

in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the

warrant holder.

This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase

one whole share.

We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon

completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared

to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target

Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole

we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial business combination with some prospective target businesses.

federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and

pro forma financial statement disclosure.

We will include the same financial statement disclosure in connection with our tender offer

documents, whether or not they are required under the tender offer rules.

These financial statements may be required to be prepared in

accordance with, or be reconciled to, GAAP or IFRS.

depending on the circumstances and the historical financial statements may be required

to be audited in accordance with the standards of PCAOB.

These financial statement requirements may limit the pool of potential target

businesses we may acquire because some targets may be unable to provide such financial 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.

Associated with Acquiring and Operating a Business in Foreign Countries

may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in

taxes imposed on shareholders or warrant holders.

may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate

in the jurisdiction in which the target company or business is located or in another jurisdiction.

The transaction may require a shareholder

or warrant holder to recognize taxable income or otherwise subject it to adverse tax consequences in the jurisdiction in which the shareholder

or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity.

We do not intend to make

any cash distributions to shareholders or warrant holders to pay such taxes.

Shareholders may be subject to withholding taxes, other

taxes or other adverse tax consequences with respect to their ownership of us after the reincorporation.

we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional

risks that may adversely affect us.

we pursue a target company with operations or opportunities outside of the United States, such as Seamless, for our initial business

combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination,

and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our

we pursue a target company with operations or opportunities outside of the United States for our initial business combination, such as

Seamless, we would be subject to risks associated with cross-border business combinations, including in connection with investigating,

agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction

approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange

we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated

with companies operating in an international setting, including any of the following:

and difficulties inherent in managing cross-border business operations;

and regulations regarding currency redemption;

corporate withholding taxes on individuals;

governing the manner in which future business combinations may be effected;

listing and/or delisting requirements;

and trade barriers;

related to customs and import/export matters;

or regional economic policies and market conditions;

changes in regulatory requirements;

in managing and staffing international operations;

payment cycles;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

underdeveloped

or unpredictable legal or regulatory systems;

of intellectual property;

unrest, crime, strikes, riots and civil disturbances;

changes and political upheaval;

attacks and wars;

deterioration

of political relations with the United States.

may not be able to adequately address these additional risks.

If we were unable to do so, we may be unable to complete such initial business

combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact

our business, financial condition and results of operations.

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.

increases in inflation and interest rates in the United States and elsewhere may lead to increased price volatility for publicly traded

securities, including ours, and may lead to other national, regional and international economic disruptions, any of which could make

it more difficult for us to consummate an initial business combination.

The impact of geopolitical developments such as the Russia-Ukraine

and Israel – Hamas conflicts and global supply chain disruptions continue to increase uncertainty in the outlook of near-term and

long-term economic activity, including whether inflation will continue and how long, and at what rate.

Increases in inflation raise our

costs for commodities, labor, materials and services and other costs required to grow and operate our business, and failure to secure

these on reasonable terms may adversely impact our financial condition.

Additionally, increases in inflation, along with geopolitical

developments and global supply chain disruptions, have caused, and may in the future cause, global economic uncertainty and uncertainty

about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing.

to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows.

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.

Company’s Sponsor is INFINT Capital LLC, a Delaware limited liability company.

Sponsor currently owns 5,733,084 Class B ordinary

shares of the Company.

Alexander Edgarov, the Company’s CEO and the sole managing member of Sponsor, is a U.S.

persons hold a majority economic interest in Sponsor.

The Company is a Cayman Islands exempted company.

All of the Company’s officers

and directors, except for one director, are U.S.

persons would hold the majority of the Company’s board seats

after the consummation of the Business Combination.

Seamless is a Cayman Islands exempted company that is headquartered in Singapore.

CFIUS considers the Company to be a “foreign person” and Seamless a U.S.

business that may affect national security, the

Company could be subject to such foreign ownership restrictions and/or CFIUS review.

If the Business Combination with Seamless falls

within the scope of applicable foreign ownership restrictions, the Company may be unable to consummate the Business Combination.

if the Business Combination falls within CFIUS’s jurisdiction, the Company may be required to make a mandatory filing or determine

to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention,

before or after closing the Business Combination.

the Company does not believe that Seamless is a U.S.

business, let alone one that may affect national security that may affect national

security, CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions to mitigate national

security concerns with respect to the Business Combination, order the Company to divest all or a portion of a U.S.

business of the combined

company if the Company had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory

notification requirement applied.

Additionally, the laws and regulations of other U.S.

government entities may impose review or approval

procedures on account of any foreign ownership by Sponsor.

If the Company were to seek an initial Business Combination other than the

Business Combination, the pool of potential targets with which the Company could complete an initial Business Combination may be limited

as a result of any such regulatory restriction.

Moreover, the process of any government review, whether by CFIUS or otherwise, could

Because the Company has only a limited time to complete the Business Combination, its failure to obtain any required approvals

within the requisite time period may require us to liquidate.

If the Company liquidates, its public shareholders would be entitled to

redemption of 100% of the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate

amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its income taxes (less

up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then-issued and outstanding public shares, which

redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating

distributions, if any).

Moreover, the public shareholders would lose the investment opportunity in a target company, any price appreciation

in the combined companies, and the warrants would expire worthless.

our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time

and resources becoming familiar with such laws, which could lead to various regulatory issues.

our initial business combination, our management may resign from their positions as officers or directors of the company and the management

of the target business at the time of the business combination will remain in place.

Management of the target business may not be familiar

with United States securities laws.

If new management is unfamiliar with United States securities laws, they may have to expend time

and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues

which may adversely affect our operations.

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

will be derived from our operations in such country.

Accordingly, our results of operations and prospects will be subject, to a significant

extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect

our business.

Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be

sustained in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate than expected,

there may be less demand for spending in certain industries.

A decrease in demand for spending in certain industries could materially

and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and

if we effect our initial business combination, the ability of that target business to become profitable.

rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

the event we acquire a non-U.S.

target, such as Seamless, all revenues and income would likely be received in a foreign currency, and

the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local

The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and

economic conditions.

Any change in the relative value of such currency against our reporting currency may affect the attractiveness of

any target business or, following consummation of our initial business combination, our financial condition and results of operations.

Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the

cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may

govern some or all of our future material agreements and we may not be able to enforce our legal rights.

connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another

jurisdiction.

If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements.

system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as

in the United States.

The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss

of business, business opportunities or capital.

in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and

complete an initial business combination.

the market for directors and officers liability insurance for special purpose acquisition companies has changed.

The premiums charged

for such policies have generally increased and the terms of such policies have generally become less favorable.

These trends might not

increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive

for us to negotiate an initial business combination.

In order to obtain directors and officers liability insurance or modify its coverage

as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable

terms or both.

However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the

post-business combination’s ability to attract and retain qualified officers and directors.

addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential

liability from claims arising from conduct alleged to have occurred prior to the initial business combination.

As a result, in order

to protect our directors and officers, the post-business combination entity will likely need to purchase additional insurance with respect

to any such claims (“run-off insurance”).

The need for run-off insurance would be an added expense for the post-business

combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable

to our investors.

are a blank check company with limited operating history and no revenues, and you have no basis on which to evaluate our ability to achieve

our business objective.

are a blank check company incorporated under the laws of the Cayman Islands with limited operating results.

Because we lack an operating

history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination.

We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable

to complete our initial business combination.

If we fail to complete our initial business combination, we will never generate any operating

performance by our management team, our Sponsor and their respective affiliates, including investments and transactions in which they

have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in

regarding our management team, our Sponsor and their respective affiliates, including investments and transactions in which they have

participated and businesses with which they have been associated, is presented for informational purposes only.

Any past experience and

performance by our management team, our Sponsor and their respective affiliates and the businesses with which they have been associated,

is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will

be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate.

You should not rely on the historical experiences of our management team, our Sponsor and their respective affiliates, including investments

and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance

of an investment in us or as indicative of every prior investment by each of the members of our management team, our Sponsor or their

respective affiliates.

The market price of our securities may be influenced by numerous factors, many of which are beyond our control,

and our shareholders may experience losses on their investment in our securities.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability

to negotiate and complete our initial business combination, and results of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we will be required to comply

with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult,

time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and

those changes could have a material adverse effect on our business, investments and results of operations.

In addition, a failure to

comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including

our ability to negotiate and complete our initial business combination, and results of operations.

March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination

transactions involving SPACs and private operating companies;

amend the financial statement requirements applicable to business combination

transactions involving such companies;

update and expand guidance regarding the general use of projections in SEC filings, as well as

when projections are disclosed in connection with proposed business combination transactions;

increase the potential liability of certain

participants in proposed business combination transactions;

and impact the extent to which SPACs could become subject to regulation under

the Investment Company Act of 1940.

On January 24, 2024, the SEC issued final rules and guidance (the “Final Rules”) relating

to special purpose acquisition companies, regarding, among other things, disclosure in SEC filings in connection with initial business

combination transactions;

the financial statement requirements applicable to transactions involving shell companies;

the use of projections

in SEC filings in connection with a proposed business combination transaction;

and the potential liability of certain participants in

proposed business combination transactions.

These rules may materially adversely affect our business, including our ability to negotiate

and complete our initial business combination and may increase the costs and time related thereto.

The need for compliance with the Final

Rules may cause us to liquidate the funds in the trust account or liquidate our company at an earlier time than we might otherwise choose.

Were we to liquidate our company, our shareholders would not be able to realize the benefits of owning stock in a successor operating

business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants

would expire worthless.

are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased

both our costs and the risk of non-compliance.

are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection

of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable

Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased

general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance

because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time

as new guidance becomes available.

This evolution may result in continuing uncertainty regarding compliance matters and additional costs

necessitated by ongoing revisions to our disclosure and governance practices.

If we fail to address and comply with these regulations

and any subsequent changes, we may be subject to penalty and our business may be harmed.

are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of

certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make

our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of

Section 404 of 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 nonbinding advisory vote on executive compensation and shareholder approval

of any golden parachute payments not previously approved.

As a result, our shareholders may not have access to certain information they

may deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status

earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before

that time, in which case we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether

investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less

attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would

be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

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

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

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

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

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

We have elected not to opt out of such

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

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

or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth

company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of

the potential differences in accounting standards used.

Additionally,

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

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited 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 did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million

during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not 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.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial

financial and management resources, and increase the time and costs of completing an initial business combination.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual Report

the year ending December 31, 2023.

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 comply with the independent registered public accounting firm attestation

requirement on our internal control over financial reporting.

Further, for as long as we remain an emerging growth company, we will not

be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome

on us as compared to other public companies because a target business with which we seek to complete our initial business combination

may not be in compliance with the provisions of the Sarbanes- Oxley Act regarding adequacy of its internal controls.

The development

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

to complete any such business combination.

may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences

we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.

holder of our Class A ordinary

shares or warrants, the U.S.

holder may be subject to adverse United States federal income tax consequences and may be subject to additional

reporting requirements.

Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up

Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there

cannot be any assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our

status as a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable year, moreover,

will not be determinable until after the end of such taxable year.

If we determine we are a PFIC for any taxable year (of which there

can be no assurance), we will endeavor to provide to a U.S.

holder such information as the Internal Revenue Service may require, including

a PFIC annual information statement, in order to enable the U.S.

holder to make and maintain a “qualified electing fund”

election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable

with respect to our warrants in all cases.

investors to consult their own tax advisors regarding the possible application

of the PFIC rules.

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.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

restrictions on the nature of our investments;

restrictions on the issuance of securities,

each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome

requirements, including:

registration as an investment company;

adoption of a specific form of corporate structure;

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must

ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities

do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our

assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business is to identify and complete

a business combination and thereafter to operate the post-transaction business or assets for the long term.

We do not intend to spend

a considerable amount of time actively managing the assets in the Trust Account for the primary purpose of achieving investment returns.

We do not plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses

or assets or to be a passive investor.

do not believe that our anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds held

in the Trust Account may only be held as cash or invested in U.S.

“government securities” within the meaning of Section 2(a)(16)

of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the trust

agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these

instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and

selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”

within the meaning of the Investment Company Act.

This offering is not intended for persons who are seeking a return on investments in

government securities or investment securities.

The Trust Account is intended as a holding place for funds pending the earliest to occur

(i) the completion of our initial business combination;

(ii) the redemption of any public shares properly submitted in connection

with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing

of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem

100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect

to any other provisions relating to shareholders’ rights or pre-initial business combination activity;

or (iii) absent an initial

business combination within the completion window, our return of the funds held in the Trust Account to our public shareholders as part

of our redemption of the public shares.

If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment

under the subjective test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if

the funds deposited in the Trust Account were invested in the assets discussed above, such assets, other than cash, are “securities”

for purposes of the Investment Company Act and, therefore, there is a risk that we could be deemed an investment company and subject

to the Investment Company Act.

the adopting release for the Final Rules, the SEC provided guidance that a SPAC’s potential status as an “investment company”

depends on a variety of factors, such as a SPAC’s duration, asset composition, business purpose and activities and “is a

question of facts and circumstances” requiring individualized analysis.

If we were deemed to be subject to compliance with and

regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not

allotted funds.

Unless we are able to modify our activities so that we would not be deemed an investment company, we would either register

as an investment company or wind down and abandon our efforts to complete an initial business combination and instead liquidate the Company.

As a result, our public shareholders may receive only approximately $11.39 per public share, or less in certain circumstances, on the

liquidation of our Trust Account and would be unable to realize the potential benefits of an initial business combination, including

the possible appreciation of the combined company’s securities.

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.

intend to initially hold the funds in the Trust Account as cash or in U.S.

government treasury obligations with a maturity of 185 days

or less or in money market funds investing solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7

under the Investment Company Act.

government treasury obligations are considered “securities” for purposes of the Investment

Company Act, while cash is not.

As noted above, one of the factors the SEC identified as relevant to the determination of whether a SPAC

which holds securities could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s

To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section

3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct

Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S.

government treasury

obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier

of consummation of our initial business combination or liquidation of the company.

Following such liquidation, the rate of interest we

receive on the funds held in the Trust Account may be materially decreased.

However, interest previously earned on the funds held in

the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted.

As a result, any decision

to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the

dollar amount our public shareholders would receive upon any redemption or liquidation of the company.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of

third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or

to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of

them, could have adverse consequences on our business and lead to financial loss.

third parties bring claims against us, the funds held in the Trust Account could be reduced and the per-share redemption amount received

by shareholders may be less than the current amount in the Trust Account per share.

placing of funds in the Trust Account may not protect those funds from third party claims against us.

Although we will seek to have all

vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving

any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders,

such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims

against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar

claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim

against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement waiving such claims

to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us

and will only enter into an agreement with such third party if management believes that such third party’s engagement would be

in the best interests of the company under the circumstances.

Marcum LLP, our independent registered public accounting firm, and the

underwriter of the IPO will not execute agreements with us waiving such claims to the monies held in the Trust Account.

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant

whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would

agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,

any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

Upon redemption

of our public shares, if we have not completed our initial business combination within the prescribed timeframe, or upon the exercise

of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors

that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount

received by public shareholders could be less than the $10.15 per public share initially held in the Trust Account, due to claims of

such creditors.

Pursuant to the letter agreement, our Sponsor has agreed that it will be liable to us if and to the extent any claims

by a third party (other than Marcum LLP, our independent registered public accounting firm) for services rendered or products sold to

us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement

or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share

and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less

than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply

to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust

Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of the IPO

against certain liabilities, including liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such

indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations

and we believe that our Sponsor’s only assets are securities of our company.

Therefore, we cannot assure you that our Sponsor would

be able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available

for our initial business combination and redemptions could be reduced to less than $10.15 per public share.

In such event, we may not

be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption

of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation,

claims by vendors and prospective target businesses.

securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value

of the assets held in Trust Account such that the per-share redemption amount received by public shareholders may be less than $11.36

proceeds held in the Trust Account will be invested only in U.S.

government treasury obligations with a maturity of 185 days or less

or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations.

While short-term U.S.

government treasury obligations currently yield a positive rate of interest, they

have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan pursued interest rates below zero in

recent years, and the Open Market Committee of the Federal Reserve Board has not ruled out the possibility that it may in the future

adopt similar policies in the United States.

In the event that we are unable to complete our initial business combination or make certain

amendments to our Charter, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account,

plus any interest income earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses).

interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders

may be less than $11.36 per share.

after we distribute the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary

bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such

proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the

members of our Board and us to claims of punitive damages.

after we distribute the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary

bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed

under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent

conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.

In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby

exposing itself and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims

of creditors.

before distributing the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary

bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority

over the claims of our shareholders and the per- share amount that would otherwise be received by our shareholders in connection with

our liquidation may be reduced.

before distributing the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary

bankruptcy or winding-up petition is filed against us that is not dismissed, the funds held in the Trust Account could be subject to

applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with

priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that

would otherwise be received by our shareholders in connection with our liquidation may be reduced.

shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares.

we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment

if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall

due in the ordinary course of business.

As a result, a liquidator could seek to recover some or all amounts received by our shareholders.

Furthermore, our directors may be viewed as having breached their fiduciary duties under Cayman Islands law to us or our creditors and/or

may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the Trust Account

prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account

while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable

to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their

warrants worthless.

have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of

$0.01 per warrant, provided that the last reported sales price of the Ordinary Shares equals or exceeds $18.00 per share for any 20 trading

days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant

If and when the warrants become redeemable by us, we may exercise its redemption right even if we are unable to register or

qualify the underlying securities for sale under all applicable state securities laws.

Additionally, ninety (90) days after the warrants

become exercisable, we may redeem all (but not less than all) of the outstanding warrants at $0.01 per warrant upon a minimum of 30 days’

prior written notice of redemption (during which time the holders may exercise their warrants prior to redemption for the number of shares

set forth in the table under the section captioned “ Description of Securities - Warrants - Redemption of Warrants - Redemption

of Warrants for Ordinary Shares ”) if the following conditions are satisfied:

(i) the last reported sale prices of the Ordinary

Shares equals or exceeds $18.00 per share (as may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations or

the like) on the trading day prior to the date of the notice;

and (ii) there is an effective registration statement covering the issuance

of Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period

after written notice of redemption is given.

In either case, redemption of the outstanding warrants could force you (i) to exercise your

warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at

the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which,

at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

future exercise of registration rights may adversely affect the market price of our Ordinary Shares.

to Closing, we entered into a registration rights agreement that obligate us to register the Ordinary Shares received by certain significant

former INFINT and Seamless shareholders as part of the Business Combination.

The holders will have certain “piggy-back” registration

rights with respect to registration statements filed following the Business Combination, subject to certain requirements and customary

These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce

the market price of our Ordinary Shares.

have filed a registration statement Form S-1 with the SEC on February 14, 2025 (Registration No.

333-284957) in order to facilitate registration

of those sales.

The registration of these securities will permit the public resale of such securities.

The registration and availability

of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our securities.

may be sales of a substantial amount of our Ordinary Shares after the Business Combination by current shareholders, and these sales could

cause the price of our Ordinary Shares to fall.

sales of Currenc’s Ordinary Shares may cause the market price of its securities to drop significantly, even if its business is

the effectiveness of this registration statements we are filing pursuant to the registration rights agreement, these parties may sell

large amounts of our Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing

the volatility in our Ordinary share price or putting significant downward pressure on the price of our Ordinary Shares.

of substantial amounts of our Ordinary Shares in the public market after the Business Combination, or the perception that such sales

will occur, could adversely affect the market price of our Ordinary Shares and make it difficult for us to raise funds through securities

offerings in the future.

resales of our Ordinary Shares may cause the market price of our securities to drop significantly, even if our business is doing well.

connection with the Business Combination, INFINT shareholders and Seamless shareholders, and certain of our officer and directors entered

into a lock-up agreement pursuant to which they agreed, subject to certain exceptions, not to lend, offer, pledge, hypothecate, encumber,

donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase an option or contract to sell, grant any option,

right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the shares issued in connection with

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

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

whether any of these transactions are to be settled by delivery of any such shares or other securities, in cash, or otherwise, subject

to limited exceptions.

Such restrictions began at Closing and end the earliest of:

(a) six months from the Closing, (b) the date we consummate

a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of our shareholders

having the right to exchange their Ordinary Shares for cash, securities or other property.

Sponsor is subject to a lock-up pursuant to a letter agreement, entered into at the time of the INFINT IPO, among INFINT, the Sponsor

and the other parties thereto, pursuant to which the Sponsor is subject to a lock-up beginning on the Closing and end the earliest of:

(a) nine months from the Closing, (b) the date we consummates a liquidation, merger, share exchange or other similar transaction with

an unaffiliated third party that results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities

or other property and (c) the date on which the closing sale price of our Ordinary Shares equals or exceeds $12.00 per share (as adjusted

for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty

(30) trading day period commencing after the Closing.

In connection with the Closing, INFINT and Seamless waived lockup restrictions

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

following the expiration of such lock-ups, the Sponsor and the holders of Lock-Up Shares will not be restricted from selling our Ordinary

Shares held by them, other than by applicable securities laws.

As such, sales of a substantial number of Ordinary Shares in the public

market could occur at any time.

These sales, or the perception in the market that the holders of a large number of shares intend to sell

shares, could reduce the market price of our Ordinary Shares.

In connection with the Closing, in order to meet Nasdaq unrestricted public

float requirements, the parties agreed to waive lock-up restrictions on 2,100,000 shares held by the Sponsor.

shares held by Sponsor and the Lock-Up Shareholders may be sold after the expiration of their applicable lock-up periods.

As restrictions

on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available

for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our Ordinary share price

or the market price of our Ordinary Shares could decline if the holders of currently restricted shares sell them or are perceived by

the market as intending to sell them.

Warrants may not be exercised at all or may be exercised on a cashless basis and we may not receive any cash proceeds from the exercise

of the Warrants.

exercise price of the PIPE Warrants and other warrants may be higher than the prevailing market price of the underlying Ordinary Shares.

The exercise price of the PIPE Warrants and other warrants is subject to market conditions and may not be advantageous if the prevailing

market price of the underlying Ordinary Shares is lower than the exercise price.

The cash proceeds associated with the exercise of PIPE

Warrants and other warrants to purchase our Ordinary Shares are contingent upon our stock price.

The value of our Ordinary Shares will

fluctuate and may not align with the exercise price of the warrants at any given time.

If the PIPE Warrants or other warrants are “out

of the money,” meaning the exercise price is higher than the market price of our common stock, there is a high likelihood that

the PIPE Warrant or other warrant holder may choose not to exercise its warrants.

As a result, we may not receive any proceeds from the

exercise of the PIPE Warrants and other warrants.

with regard to the PIPE Warrants and other warrants, it is possible that we may not receive cash upon their exercise since the PIPE Warrants

and other warrants may be exercised on a cashless basis.

A cashless exercise allows warrant holders to convert the warrants into shares

of our Ordinary Shares without the need for a cash payment.

Instead of paying cash upon exercise, the PIPE Warrant or other warrant holder

would receive a reduced number of shares based on a predetermined formula.

As a result, the number of shares issued through a cashless

exercise will be lower than if the PIPE Warrants or other warrants were exercised on a cash basis, which could impact the cash proceeds

we receive from the exercise of such warrants.

Warrants may only be exercised for cash provided there is then an effective registration statement registering the Ordinary Shares issuable

upon the exercise of such Warrants.

In the event the Ordinary Shares underlying the PIPE Warrants are not registered within 12 months

of the issuance of the PIPE Warrants, the holder has the option to cashless exercise each warrant for 0.8 Ordinary Shares, pursuant to

an available exemption from registration under the Securities Act.

may from time to time need additional financing to fund operations and to expand our business, including to pursue acquisitions and other

strategic opportunities.

a result of the Business Combination, we had a net cash outflow of approximately $2.4 million, consisting of approximately $0.8 million

in net proceeds from the trust account (net of redemptions) and $1.75 million in net proceeds from the PIPE Offering, net of transaction

costs related to the Business Combination and other costs paid at Closing of approximately $4.9 million.

intend to fund our current working capital needs in the ordinary course of business and to continue to expand our business with our existing

cash and cash equivalents, and cash flows from operating activities.

However, we may from time to time need additional financing to fund

operations and to expand our business.

We may, from time to time, explore additional financing sources to lower our cost of capital,

which could include equity, equity-linked and debt financing.

In addition, from time to time, we may evaluate acquisitions and other

strategic opportunities.

If we elect to pursue any such investments, we may fund them with internally generated funds, bank financing,

the issuance of other debt or equity or a combination thereof.

There is no assurance that any such financing or funding would be available

to us on acceptable terms or at all.

Sales of securities registered could lower the market price of our Ordinary Shares and warrants.

We do not believe this would harm our chances of raising capital, but could affect the sale price and number of securities we need to

is no assurance that the holders of the PIPE Warrants will elect to exercise any or all of the warrants, which could impact our liquidity

To the extent that the PIPE Warrants are exercised on a “cashless basis,” the amount of cash we would receive from

the exercise of the warrants will decrease.

We believe the likelihood that a PIPE Warrant holder will exercise its warrants, and therefore

the amount of cash proceeds that we would receive is, among other things, dependent upon the market price of our Ordinary Shares.

the market price for our Ordinary Shares is less than the applicable exercise price of $11.50, subject to adjustment as described herein,

we believe such holder will be unlikely to exercise its PIPE Warrants.

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 1A. Risk Factors