What changed in this filing

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Item 9A. Controls and Procedures

2025-04-14 compared with 2024-03-27 · 3286 added, 1670 removed, 140 unchanged (97% of the section changed)

Controls and Procedures

of the end of our fiscal year ended December 31, 2023, an evaluation of the effectiveness of our “disclosure controls and procedures”

(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) was carried out by our management,

with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO).

Based upon that evaluation, the CEO and

CFO have concluded that as of the end of the year ended December 31, 2023, our disclosure controls and procedures are not effective due

to the material weakness in internal controls over financial reporting related to the restatement described in Note 9 to our amendment

to the Form 10-Q for the quarter ended March 31, 2023 financial statements filed with the SEC on August 4, 2023.

The material weakness

specifically related to the subsequent measurement of complex financial instruments.

the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together,

the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers

concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.

address this material weakness, management has devoted, and plans to continue to devote significant effort and resources to the remediation

12 unchanged sentences

within the time periods specified in the SEC’s rules and forms.

Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment

of the effectiveness of internal control over financial reporting as of December 31, 2023.

Internal control over financial reporting

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with GAAP.

Our system of internal control over financial reporting includes those policies

and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of our company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of

our company are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect

on the financial statements.

performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 based upon

criteria in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of

the Treadway Commission (COSO).

Based on our assessment and those criteria, management determined that we did not maintain effective

internal control over financial reporting as of December 31, 2023.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

in internal controls over financial reporting.

Report on Internal Controls over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for

external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance

with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the consolidated financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated

financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may

become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting on December 31, 2024.

In making these assessments,

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control

— Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective

internal control over financial reporting as of December 31, 2024, due to the material weakness in our internal controls due to inadequate

segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting,

IT, and financial reporting and record keeping.

intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes

due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business and to identify

third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the

requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in the

financial close process.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status

as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

were no changes in the Company’s internal controls over financial reporting that occurred during the fourth quarter of the fiscal

5 unchanged sentences

and Executive Officers

current directors and executive officers are listed below.

Executive Officer, Director

Financial Officer

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

Edgarov is a sponsor investor of,

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

ADOC), a healthcare special purpose

acquisition company.

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

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

Earlier in his career, Mr.

Edgarov served as a global account executive

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

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

He is an investor and advisor to a wide-range

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

public and private markets in the United States and China.

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

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

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

Edgarov provides strategic and tactical guidance, analysis and introduction

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

opportunities with aligned partners who are leaders in their fields.

Edgarov completed his undergraduate degree in Economics and

Business and received his Bachelors of Art from the Ben-Gurion University of the Negev in Israel.

He graduated summa cum laude from the

Master of Arts program in International Affairs at the City College of New York.

believe that Mr.

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

entrepreneurial experience.

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

Brickman is the President of Rockshore Advisors LLC, which he

founded in May of 2013, providing a range of advisory services, including traditional mergers & acquisitions services, due diligence,

valuations and strategic consulting.

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

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

and business development experience.

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

such as AIG, Aetna and National General.

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

advised regional insurance carriers on their business.

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

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

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

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

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

Before joining AIG, Mr.

Brickman spent

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

believe that Mr.

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

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

services and consulting firm.

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

Weinstein serves as an Investment Manager at Eastmore Group

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

He has previously

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

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

Weinstein has over 30 years of experience at

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

At Lehman Brothers, Mr.

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

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

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

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

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

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

In the 1990s, Mr.

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

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

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

assets in China, however Mr.

Weinstein has never advised on any such investments.

Weinstein received his MBA from the Wharton School

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

believe that Mr.

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

having held senior leadership positions in large financial institutions.

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

Michael Moradzadeh is a Founding Partner and the Chief Executive Officer

of Rimon PC, and its affiliate NovaLaw, Inc.

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

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

He represents both companies

and investors in investment rounds and stock sales.

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

equity firm in a $6 billion acquisition.

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

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

Internationally,

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

in 130 jurisdictions on several international securities deals.

Moradzadeh has presented on innovations in law firm management and

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

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

Moradzadeh’s innovations

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

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

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

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

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

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

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

believe that Mr.

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

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

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

Cameron is a strategic, C-level data security and risk management

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

business strategies.

From April of 2017 to September of 2020, Mr.

Cameron acted as Senior Vice President and Chief Security Officer for

US, UK, and France-based operations of AXA XL, a multi-line global insurance and reinsurance companies and was accountable for driving

cultural and organizational change throughout the entities and implementing a sustainable cost effective information security practice.

As a key advisor, Mr.

Cameron’s duties included global management responsibilities covering cyber security, business continuity

management and physical security as well as global responsibility for the overall information risk management programs, including the

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

At XL Global Services,

Inc., another insurance and reinsurance company, he served as Senior Vice President, Chief Information Security Officer, and VP of Information

Risk from 2002 through April of 2017.

At XL Global Services, he had global responsibility for overall Information Risk Management program,

including the company’s information risk and security strategies, tactics, planning, governance, architecture, and operations.

Cameron is an expert at navigating the complex global regulatory environment (GDPR, HIPAA, NYDFS, ITAR) and US regulatory regime

as it pertains to the CFIUS.

As a firm believer in security for both individuals and enterprises, Mr.

Cameron achieved an “All

Star” designation from Risk and Insurance magazine for his ongoing peer recognition in security awareness and education.

these unique initiatives raised over $10,000 for Medicine Sans Frontier.

As an active member of various global security consortiums including

the FS-ISAC and the European-based ISF, he participated in thought leadership efforts to create a global information security culture.

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

security mindset and awareness.

Cameron holds and maintains a CISSP designation and an Associates in Business from the University

believe that Mr.

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

his extensive experience in senior management.

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

Security, Business Continuity Management and Regulatory Affairs.

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

Huang currently serves as Senior Vice President, Consumer Lines Strategy

at Oscar Health, Inc.

OSCR), a technology-driven health insurance company dedicated to creating a better healthcare experience

for members with inclusive products and services.

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

from October 2020 to Nov 2021 and Senior Vice President, Commercial Finance, at Oscar Health, Inc.

from February 2020 to October

Huang has prior experience at the multinational fintech giant Ant Group, where she acted as President and Chief Executive Officer

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

financial service innovation and partnership.

Prior to joining Ant Financial, Ms.

Huang was Senior Managing Director, Global Treasury

from April 2016 to September 2017 at AIG, a multi-line global insurer, responsible for group capital assessment including rating agency

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

and international regulators.

Huang also worked as a Managing Director, Global Actuarial from January 2011 to March 2014,

and Senior Managing Director, Global Head of Insurance Company Capital and Asset Liability Management from March 2014 to April 2016.

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

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

in Computational Biology from New York University.

believe that Ms.

Huang’s qualifications to serve on our Board include her extensive experience in M&A, financial and risk management,

regulatory engagement in global settings, and global experience in product development and go-to-market on financial service innovation.

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

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

Novikov has since June of 2019 acted as Chief Executive Officer of

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

The company offers a wide range

of services and a global merchant acquirer on a mission to enable fast, convenient, and secure payments for the businesses worldwide.

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

ZGYH), a Cayman Islands SPAC.

Since 2014, Mr.

Novikov serves as a member of the Board of Innovative Payment Solutions, Inc.

IPSI), a US-based provider of physical

and virtual payment services in Mexico.

From 2008 to 2014, Mr.

Novikov served as Vice President of QIWI PLC (NASDAQ:

QIWI) and was primarily

responsible for international business development and merger and acquisition transactions.

From 1999 to 2007, Mr.

Novikov served as

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

His responsibilities included

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

new sales analysis methods for business development and expansion.

From 1996 to 1999, Mr.

Novikov founded and managed Kvalitet Ltd.,

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

He received an undergraduate

degree from Moscow State Technological University Stankin.

believe that Mr.

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

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

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

is Chairman and Chief Executive Officer of Edoc Acquisition Corporation

following table sets forth, as of April 13, 2025, the name, age and position of each of our executive officers and directors.

King Ong Kong

Chairman of the Board and Director

Executive Officer

of Directors and Executive Officers

King Ong KONG has served as the Executive Chairman and Director of Currenc since the Business Combination and previously served

as the Executive Chairman and Director Seamless Group Inc.

since January 2022.

He was the founder and Chief Executive Officer of Seamless

and has been a member of the Board since 2014.

He is also the Chief Executive Officer of TNG (Asia) Limited, a company that

offered fintech services from eWallet to cross-border money transfer.

Kong is a serial entrepreneur with extensive experience in

technology, e-Commerce, payment gateway and business solutions.

He has a long track record of enterprise software development for some

of the well-known conglomerates and insurance companies, (such as Manulife, AIA, FDW and ING) through his software company, SINO Dynamic

Solutions Limited.

Kong launched TNG (The Next Generation) Wallet in November 2015.

TNG Wallet specialized in serving the unbanked

and foreign domestic helpers by providing financial services that include electronic payment, P2P money transfer, real-time global remittance,

global cash withdrawal, global bill payment, and global SIM card top-up.

Over the years, the awards and accolades won by Mr.

his companies include The InnoStars Award 2021, 2017 Deloitte Rising Star Hong Kong and 2017 Deloitte China Rising Star.

a Bachelor of Science degree in Travel Industry Management from the University of Hawaii.

He was also a member of the Financial Services

Advisory Committee of Hong Kong Trade Development Council from May 2019 to March 2023.

Ka Wah HUI has served as the Chief Executive Officer of Currenc since the Business Combination and previously served as Chief

Executive Officer of Seamless Group Inc.

since January 2022 and as the Group Financial Advisor since February 2020.

Hui graduated

from The University of Hong Kong with a Bachelor of Medicine and Bachelor of Surgery.

He is a member of the Royal College of Physicians

of the United Kingdom, a fellow member of the Hong Kong Academy of Medicine (Paediatrics) and a fellow member of the Hong Kong College

of Peadiatricians.

Hui has been practicing as a Specialist in Paediatrics in Hong Kong since 1987.

Hui has been granted the CFA

(Chartered Financial Analyst) Charterholder since 2004, and also obtained the degree of Master of Business Administration in 2007.

Hui has extensive corporate executive and financial management experience in publicly listed corporations.

He had served as a senior

executive in Town Health International Investment Limited, Core Healthcare Investment Holdings Limited, Hanergy Thin Film Power Group

Limited and Convoy Global Holdings Limited.

In 2014, Dr Hui was recruited to join Town Health International Medical Group Limited, which

is a Hong Kong listed healthcare conglomerate, as the Chief Executive Officer of the Group, from 2014 until 2020.

Hui had also served

as the independent director in several other Hong Kong listed companies, including CASH Financial Services Group, e2 Capital Group, Pricerite

Group, Core Communication Group, Suncorp International Group and Winbox International Holdings Group.

Hui was granted the Justice

of the Peace by the Hong Kong SAR Government in 2007.

Ho NG has served as a Director of Currenc since the Business Combination and previously served as a Director of Seamless Group

since December 2018 and is currently the non-executive Chairman of ZWEEC Analytics Pte Ltd, a Singapore-based private company, specializing

in computer vision technology solutions for the safeguarding of national water resources.

He is also an Independent Director of FingerMotion

Inc., a NASDAQ company involved in mobile payment and recharge platform solutions in China, and Almazing Pte Ltd, a Singapore-based retail

analytics company.

Ng has been an independent non-executive director of Seamless Group Inc.

since December 2018 and TNG (Asia) Limited

since September 2017.

He had also served as independent director of a number of public listed companies in Singapore (Mencast Holdings

Ltd, 2008 to 2013, and China Taisan Technology Group Holdings Ltd, 2017 to 2018) and on NASDAQ (Alvarion Inc., 2009 to 2012).

Ng was the Executive Vice President (Operations) at Singapore Technologies Telemedia Pte Ltd, a wholly owned subsidiary of

Temasek Holdings for five years.

Ng also was the Managing Director of Keppel Telecommunications & Transportation Ltd (Keppel

T&T), a company listed in the Singapore Exchange Ltd and a member of the Keppel group of companies.

Ng had served as a career

officer in the Singapore Armed Forces (SAF).

He joined the SAF in 1973 and was sent on a scholarship to the United Kingdom to be trained

as an officer, initially, at the Royal Military Academy, Sandhurst and subsequently, to the Royal Military College of Science, Shrivenham,

where he graduated in 1977 with a Bachelor of Science (Hons) degree in Telecommunications System Engineering.

Ng held the position

of the Chief Signal Officer, prior to his departure in September 1990 to pursue a new career in the private sector.

Chen has served as a Director of Currenc since the Business Combination and previously served as a member of the Board of Directors

and a founder of the Sponsor since November 2021.

Chen has served as a Chairman and Chief Executive Officer of Edoc Acquisition Corporation

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

August of 2020.

Chen also has since February of 2019 served as a member of the board of directors of Horizon Global Access Fund,

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

August of 2020 until its de-SPAC with Australian Oil Seeds Holdings Limited, an edible oil company, on March 2024 and has served as a

director of Australian Oilseeds Holdings Limited since March 2024.

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

board of directors of Horizon Global Access Fund, a segregate, Cayman Islands-based, portfolio of Flagship Healthcare Properties Fund,

which is a leading U.S.

Healthcare REIT.

has also acted as Chief Investment Officer and Chief Economist of Horizon Financial, a New York-based investment management firm that

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

Chen has also acted as Chief Investment Officer and Chief Economist of Horizon Financial,

a New York-based investment management firm that offers cross-border solutions for global clients, with a specialty in investment in

healthcare facilities, since January of 2018.

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

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

In addition, Mr.

Chen currently serves

as a Manager of ACM Macro LLC, a registered investment advisor and affiliated entity of Horizon Financial Advisors LLC.

position in June 2017.

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

Horizon Financial Advisors LLC.

He took this position in June 2017.

From 2013 to 2017, Mr.

Chen managed portfolios at several investment firms that were not registered with the FINRA.

Chen managed portfolios at several investment

firms that were not registered with FINRA.

From January of 2017 to June 2017, Mr.

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

Chen was the Chief Investment

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

He has extensive experience with and has cultivated

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

In his extensive business experience,

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

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

1998 to August 2000.

Chen has been a guest speaker at Harvard University, Fordham University, Pace University, and IESE Business

He is a former member of the Adjunct Advisory Committee and former Interim Head of the Private Sector Concentration program of

Master of Science in Global Affairs, New York University, and has been an adjunct professor in the Center for Global Affairs there since

He received his PhD in Finance from the Financial Asset Management Engineering Center at University of Lausanne, Switzerland, an

MBA in Finance from the Center for Economic Research, Tilburg University in the Netherlands, and a B.A.

in Economics from the Renmin

University of China in Beijing, China.

believe that Mr.

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

experience in senior management.

are advised by a strong team of professionals at our Sponsor, with extensive operating and investing experience.

and Terms of Office of Officers and Directors

Board consist of seven members and is divided into three classes with only one class of directors being appointed in each year, and with

each class (except for those directors appointed prior to our first general meeting) serving a three-year term.

In accordance with NYSE

corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end

following our listing on NYSE.

The term of office of the first class of directors, which currently consists of Jing Huang and Andrey

Novikov, will expire at our first annual general meeting.

The term of office of the second class of directors, which we expect to be

Eric Weinstein, Michael Moradzadeh and Dave Cameron, will expire at the second annual general meeting.

The term of office of the third

class of directors, which we expect to be Alexander Edgarov and Kevin Chen, will expire at the third annual general meeting.

holders of Class B ordinary shares will have the right to vote for the election of directors in any general meeting held prior to or

in connection with the completion of our initial business combination, which directors will be proposed by the Company’s Board

following a nomination by the nominating and corporate governance committee.

Holders of our public shares will not be entitled to vote

on the appointment of directors during such time.

These provisions of our Charter relating to the rights of holders of Class B ordinary

shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting

in a general meeting.

Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms

Our Board is authorized to appoint officers as it deems appropriate pursuant to our Charter.

of Business Conduct and Ethics

adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees.

We have filed a copy of our Code of

Business Conduct and Ethics as an exhibit to the registration statement.

You will be able to review this document by accessing our public

filings at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Business Conduct and Ethics and the charters

of the committees of our Board will be provided without charge upon request from us.

If we make any amendments to our Code of Business

Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit

waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial

officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC

or NYSE rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our website is not

incorporated by reference into any report or document we file with the SEC, and any references to our website are intended to be inactive

textual references only.

Chen acted as Chief Strategist at Hywin Capital Management,

Chen was the Chief Investment Officer at Three Mountain Capital Management LP from August of 2013 until January of 2017.

has extensive experience with and has cultivated a broad network in investment management, particularly in the context of healthcare

In his extensive business experience, Mr.

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

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

manager at China Development Bank from September 1998 to August 2000.

Chen has been a guest speaker at Harvard University, Fordham

University, Pace University, and IESE Business School.

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

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

in the Center for Global Affairs there since 2012.

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

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

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

Weinstein has served as a Director of Currenc since the Business Combination and previously served as the Chairman of the Board

of INFINT from November 2021 until the Business Combination.

Weinstein served as a Managing Director of JonesTrading from July 2022

until January 2023.

Prior to that, Mr.

Weinstein served as an Investment Manager at Eastmore Group since February 2018 where his responsibilities

as a managing director included screening and overseeing investments.

He has previously served as a Managing Director at Neuberger Berman

from May 2009 to January 2018 where he was also the Chairman of Hedge Fund Solutions and a member of the Investment Risk Committee and

Alternatives Investment Committee.

Weinstein has over 30 years of experience at global financial services firms that include Neuberger

Berman, Lehman Brothers Holdings Inc., Swiss Bank Corporation, and Morgan Stanley.

At Lehman Brothers, Mr.

Weinstein acted as a Chief

Investment Officer of Lehman Brothers Alternative Investment Management and oversaw a pool of capital that exceeded $5 billion U.S.

He has served as the co-manager of a private equity investment start-up which was focused on providing seed capital to start up investment

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

Weinstein has global experience managing investments and

servicing clients in North America, South America, Europe, Asia, and Oceania.

Weinstein received his MBA from the Wharton School

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

of Currenc’s executive officers and present directors reside outside the United States.

Alexander King Ong Kong, the Chairman,

and Ronnie Ka Wah Hui, the Chief Executive Officer, are located in Hong Kong.

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 those directors and officers

located outside the United States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties

on our directors under United States securities laws.

In particular, the PRC does not have treaties providing for the reciprocal recognition

and enforcement of judgments of courts with the United States and many other countries and regions.

Therefore, recognition and enforcement

in the PRC or Hong Kong of judgement of United States courts in relation to any matter not subject to a binding arbitration provision

may be difficult or impossible.

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

of our assets are located in Southeast Asia and all of our executive officers and present directors reside outside the United States.

In addition, 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 6% of Currenc’s total revenue.

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 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

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.

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.

business and affairs are organized under the direction of our Board.

The Board consists of four members.

The primary responsibilities

of the Board are to provide oversight, strategic guidance, counseling, and direction to our management.

The Board will meet on a regular

basis and additionally as required.

accordance with our Articles, our Board is divided into three classes, Class I, Class II and Class III, with members of each class serving

staggered three-year terms.

The directors are assigned to the following classes:

I consists of Eric Weinstein, whose term will expire at our 2025 annual meeting of shareholders;

II consists of Eng Ho Ng, whose term will expire at our 2026 annual meeting of shareholders;

III consists of Alexander King Ong Kong and Kevin Chen, whose term will expire at our 2027 annual meeting of shareholders.

each annual meeting of shareholders to be held after the initial classification, the successors to directors whose terms then expire

will be elected to serve from the time of election and qualification until the third annual meeting following their election and until

their successors are duly elected and qualified.

This classification of our Board may have the effect of delaying or preventing changes

in our control or management.

a result of our Ordinary Shares being listed on the Nasdaq, we adhere to the listing rules of the Nasdaq in affirmatively determining

whether a director is independent.

Our Board has consulted, and will consult, with its counsel to ensure that the board’s determinations

are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors.

Nasdaq listing standards generally define an “independent director” as a person, other than an executive officer of a company

or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the

exercise of independent judgment in carrying out the responsibilities of a director.

of the directors other than Alexander King Ong Kong and Kevin Chen qualify as independent directors as defined under the listing rules

of the Nasdaq, and our board consists of a majority of independent directors, as defined under the rules of the SEC and Nasdaq Listing

Rules relating to director independence requirements.

In addition, we are subject to the rules of the SEC and Nasdaq relating to the

membership, qualifications, and operations of the audit committee, the compensation committee, and the nominating and corporate governance

committee, as discussed below.

Oversight of Risk

President and Chief Executive Officer and other executive officers will regularly report to the non-executive directors and the audit,

the compensation and the nominating and corporate governance committees to ensure effective and efficient oversight of our activities

and to assist in proper risk management and the ongoing evaluation of management controls.

One of the key functions of our Board will

be informed oversight of its risk management process.

The Board does not anticipate having a standing risk management committee, but

rather anticipates administering this oversight function directly through the Board as a whole, as well as through various standing committees

of the Board that address risks inherent in their respective areas of oversight.

In particular, our Board will be responsible for monitoring

and assessing strategic risk exposure and our audit committee will have the responsibility to consider and discuss the combined company’s

major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and

policies to govern the process by which risk assessment and management is undertaken.

The audit committee will also monitor compliance

with legal and regulatory requirements.

Our compensation committee will also assess and monitor whether our compensation plans, policies

and programs comply with applicable legal and regulatory requirements.

Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee.

has adopted a written charter for each of these committees, which complies with the applicable requirements of current Nasdaq Listing

Copies of the charters for each committee are available on the investor relations portion of Currenc’s website.

composition and function of each committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable

SEC rules and regulations.

(Chair) and Eric Weinstein are members of the audit committee.

Our Board has determined that each of the members of the audit committee will be an “independent

director” as defined by, and meet the other requirements of the Nasdaq Listing Rules applicable to members of an audit

committee and Rule 10A-3(b)(i) under the Exchange Act, including that each member of the audit committee can read and understand

fundamental financial statements in accordance with Nasdaq audit committee requirements.

In arriving at this determination, the

Board examined each audit committee member’s scope of experience and the nature of their prior and current employment.

audit committee will meet on at least a quarterly basis.

Both the combined company’s independent registered public accounting

firm and management intend to periodically meet privately with our audit committee.

primary purpose of the audit committee is to discharge the responsibilities of the Board with respect to our accounting, financial, and

other reporting and internal control practices and to oversee our independent registered accounting firm.

Specific responsibilities of

our audit committee include:

a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

to ensure the independence and performance of the independent registered public accounting firm;

the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the

independent accountants, our interim and year-end operating results;

procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

policies on risk assessment and risk management;

related party transactions;

and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control

procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;

(or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public

accounting firm.

Committee Financial Expert

Board has determined that each member of the audit committee qualifies as an audit committee financial expert within the meaning of SEC

regulations and meets the financial sophistication requirements of the Nasdaq Listing Rules.

In making this determination, our Board

considered each members’ formal education, training, and previous experience in financial roles.

(Chair) and Eric Weinstein are members of the compensation committee.

Our Board has determined that each of the members is an “independent director” as

defined by the Nasdaq Listing Rules applicable to members of a compensation committee.

The Board has determined that each of the

members of the compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and

satisfy the independence requirements of the Nasdaq.

The compensation committee will meet from time to time to consider matters for

which approval by the committee is desirable or is required by law.

responsibilities of our compensation committee include:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,

evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the

remuneration (if any) of our Chief Executive Officer based on such evaluation;

and approving the compensation of our other executive officers;

and recommending our Board the compensation of our directors;

our executive compensation policies and plans;

and approving, or recommending that our Board approve, incentive compensation and equity plans, severance agreements, change-of-control

protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate;

administering

our incentive compensation equity-based incentive plans;

independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s

compensation advisors;

management in complying with our proxy statement and annual report disclosure requirements;

required, producing a report on executive compensation to be included in our annual proxy statement;

and establishing general policies relating to compensation and benefits of our employees;

our overall compensation philosophy.

and Corporate Governance Committee

Eng Ho Ng (Chair) and Eric Weinstein are members of the nominating and corporate governance committee.

The Board determined that each of the members will be an “independent director”

as defined by the Nasdaq Listing Rules applicable to members of a nominating committee.

The nominating and corporate governance

committee will meet from time to time to consider matters for which approval by the committee is desirable or is required by

responsibilities of our nominating and corporate governance committee include:

evaluating and selecting, or recommending that our Board approve, nominees for election to our Board;

the performance of our Board and of individual directors;

developments in corporate governance practices;

the adequacy of our corporate governance practices and reporting;

management succession plans;

and making recommendations to our Board regarding corporate governance guidelines and matters.

expect to adopt a code of ethics that applies to all of our directors, officers and employees.

A copy of our code of ethics will be available

on our website.

We also intend to disclose future amendments to, or waivers of, its code of ethics, as and to the extent required by

SEC regulations, on its website.

Committee Interlocks and Insider Participation

of the members of the compensation committee was at any time one of Currenc’s officers or employees.

None of Currenc’s executive

officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of

any other entity that has one or more executive officers that will serve as a member of our Board or compensation committee.

and Interested Party Communications

and interested parties may communicate with our Board, any committee chairperson or the non-management directors as a group by writing

to the board or committee chairperson in care of Currenc Group Inc., 410 North Bridge Road, SPACES City Hall, Singapore.

Each communication

will be forwarded, depending on the subject matter, to the Board, the appropriate committee chairperson or all non-management directors.

of Liability and Indemnification of Directors and Officers

Articles contain provisions that limit the personal liability of our directors and officers to Currenc for loss or damages incurred by

Currenc as a result of the carrying out of their functions, unless that liability arises through the actual fraud or willful default

of such person.

Pursuant to the Articles, no person shall be found to have committed actual fraud or willful default unless or until

a court of competent jurisdiction shall have made a finding to that effect.

Consequently, Currenc’s directors and officers will

not be personally liable to Currenc for loss or damages incurred by Currenc as a result of the carrying out of their functions, unless

a court of competent jurisdiction shall have made a finding to effect that liability has arisen through the actual fraud or willful default

of such person.

addition, Articles contain indemnification provisions entitling Currenc’s directors and officers to indemnification out of the

assets of Currenc against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever

which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability

(if any) that they may incur by reason of their own actual fraud or willful default.

have purchased and intend to maintain director and officer liability insurance to cover liabilities our directors and officers may incur

in connection with their services to the company, including matters arising under the Securities Act.

is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be

required or permitted.

We are not aware of any threatened litigation or proceedings that may result in a claim for such indemnification.

as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling

the combined company, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed

in the Securities Act and is therefore unenforceable.

Section 16(a) Reports

16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than

ten percent of our common stock to file reports of ownership and changes in ownership with the SEC.

These reporting persons are also

required to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of such forms, we believe that for

the year ended December 31, 2023, there were no delinquent filers.

16(a) of the Securities Exchange Act of 1934 requires our directors, certain officers and any beneficial owners of more than 10% of our

common stock to file reports relating to their ownership and changes in ownership of our ordinary shares with the SEC by certain deadlines.

Based on a review of Section 16 filings with respect to our Company made during or with respect to the preceding year, we are not aware

of any late Section 16(a) filings.

Trading Policy

have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers,

employees, agents, and representatives that we believe is reasonably designed to promote compliance with insider trading laws, rules

and regulations.

A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

Executive Compensation

Officer and Director Compensation

of our officers or directors have received any cash compensation for services rendered to us.

Commencing on the date that our securities

are first listed on NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our

Sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services

provided to members of our management team.

In addition, our Sponsor, officers and directors, or any of their respective affiliates will

be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target

businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments

that were made to our Sponsor, officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination

will be made from funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not

expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket

expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees,

will be paid by the company to our Sponsor, officers and directors, or any of their respective affiliates, prior to completion of our

initial business combination.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting

or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in

the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or

members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination,

because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation

to be paid to our officers will be determined, or recommended to Board for determination, either by a compensation committee constituted

solely by independent directors or by a majority of the independent directors on our Board.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting

a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business

combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any

agreements with our officers and directors that provide for benefits upon termination of employment.

December 1, 2024, our board of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek

the recovery of incentive compensation received by any of the Company’s current and former executive officers (as determined by

the board in accordance with Section 10D of the Exchange Act and NYSE rules) and such other senior executives/employees who may from

time to time be deemed subject to the Clawback Policy by the board (collectively, the “Covered Executives”).

The amount to

be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive

compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the board.

If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information

in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.

Refer to Exhibit 97.1 of this Annual Report for the Company’s Clawback Policy.

to the “Company,” “Currenc,” “our,” “us” or “we” in the following section

refer to Seamless Group Inc.

prior to the Business Combination and to Currenc Group Inc.

after giving effect to the Business Combination.

are currently considered an “emerging growth Company” within the meaning of the Securities Act for purposes of the SEC’s

executive compensation disclosure rules.

Accordingly, we are required to provide a Summary Compensation Table, as well as limited narrative

disclosures regarding executive compensation for our last two completed fiscal years and an Outstanding Equity Awards at Fiscal Year

End Table for our last completed fiscal year.

These reporting obligations extend only to the following “named executive officers,”

who are the individuals who served as our principal executive officer and the next two most highly compensated executive officers at

the end of the fiscal year 2023.

section discusses material components of the executive compensation programs for the Company’s executive officers who area named

in the “ Summary Compensation Table ” below.

In 2024, Seamless’ “named executive officers” and their

positions were as follows:

King Ong Kong, Chairman and former Chief Executive Officer;

Ka Wah Hui, Chief Executive Officer and interim Chief Financial Officer

discussion may contain forward-looking statements that are based on the Company’s current plans, considerations, expectations,

and determinations regarding future compensation programs.

Director and Executive Officer Compensation

to the Business Combination, none of INFINT’s directors or officers received any compensation for services rendered to INFINT.

No compensation of any kind, including finder’s and consulting fees, were paid to the Sponsor, INFINT’s existing directors,

officers or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination.

INFINT did not grant any share options, share appreciation rights, or any other equity or equity-based awards under long-term incentive

plans to any of its directors or officers.

Compensation Table

following table contains information pertaining to the compensation of Currenc’s named executives for the years ending December

31, 2024 and 2023.

Contract Income

Stock Options

All Other Compensation

Name and Principal Position

Alexander King Ong Kong, Chairman and former CEO

Ronnie Ka Wah Hui, CEO and former CFO

Hagay Ravid former CFO

the prior 2018 Equity Incentive Plan, in January 2021, Mr.

Kong was granted 100,436.18 RSUs, and Mr.

Hui was granted 79,366.65 RSUs.

The 2018 Equity Incentive Plan was terminated and replaced by the Seamless Incentive Plan.

All previously awarded RSUs and options

described above have been voided and replaced by new RSUs granted to relevant participants under the Seamless Incentive Plan.

the Seamless Incentive Plan, in August 2022, Mr.

Kong was granted 1,009,491 New Seamless Restricted Shares, and Mr.

Hui was granted

432,632 New Seamless Restricted Shares.

These Restricted Shares will vest over a two-year period after the consummation of the Business

Specifically, one third of these Restricted Shares vested upon the consummation of the Business Combination, one third

will vest on the first anniversary year of the Business Combination, and one third will vest on the second anniversary year of the

Business Combination.

These newly awarded shares have already replaced and covered the employees’ interests under the prior

2018 Equity Incentive Plan.

to the Summary Compensation Table

Employment Agreements

plans to enter into employment agreements with Ronnie Ka Wah Hui (Chief Executive Officer) and Alexander King Ong Kong (Chairman), and

Seamless has an existing employment agreement with Hagay Ravid (Chief Financial Officer), (each an “Employment Agreement, and collectively,

the “Employment Agreements”).

On December 27, 2024, Haggai Ravid notified us of his resignation as the Company’s Chief

Financial Officer, effective December 31, 2024, Mr.

Ravid’s resignation did not result from a disagreement with the Company or

the board of directors with respect to accounting.

connection with Mr.

Ravid’s resignation, the Company and Mr.

Ravid entered into a Cooperation Agreement, dated December 27, 2024

(the “Cooperation Agreement”).

Pursuant to the terms of the Cooperation Agreement, the Company will (i) provide to Mr.

a lump sum payment representing Mr.

Ravid’s final salary for the period worked through December 31, 2024 and (ii) grant 22,222

ordinary shares of the Company, par value $0.0001 per share, in lieu of any other payments or vesting of restricted ordinary shares pursuant

Ravid’s Employment Agreement with the Company.

Ravid also agreed to waive reimbursement for outstanding business-related

expenses in the amount of $20,000.

Company’s CEO, Mr.

Ronnie Ka Wah Hui, will serve as the Company’s Chief Financial Officer on an interim basis until the Company

has found a replacement for Mr.

Employment Agreements are expected to provide for a base salary of $300,000 for each of Mr.

Kong, and any possible annual

performance bonuses and equity grants under the Incentive Plan are to be determined by Currenc’s compensation committee.

Employment Agreements of New Seamless

King Ong Kong

Kong entered into an employment agreement on June 1, 2018 to serve TNG (Asia) Limited, a former wholly owned subsidiary of Seamless (“ TNG

Asia ”), as Chief Executive Officer.

The employment agreement provided Mr.

Kong with a monthly salary of HK$200,000.

monthly salary was increased to HK$220,000 effective April 2019, to HK$236,900 effective January 1, 2021, and to HDK255,500 effective

January 1, 2023, pursuant to that certain salary adjustment letter dated March 1, 2023.

TNG Asia has been divested (as described below).

Quantification

of Potential Payments and Benefits to the Executive Officer of Seamless in Connection with the Business Combination

information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure

of information about certain compensation for the chief executive officer and other executives of Seamless that is based on, or otherwise

relates to, the transactions contemplated by the Business Combination, which is referred to as the purchase-related compensation.

Reimbursements

Alexander King Ong Kong

connection with the Business Combination, no outstanding Seamless options or warrants (whether vested or unvested) were assumed,

continued or replaced by the Surviving Company.

Hui entered into a service agreement with TNG FinTech Group (HK), now known as Dynamic FinTech Group (HK) Limited and a former wholly

owned subsidiary of Seamless (“ TNG FinTech ”), on February 26, 2020 to serve as a Group Financial Advisor to the company.

The service agreement provided Mr.

Hui with a monthly fee of HK$40,000, with the potential for such fee to be adjusted to HK$120,000

upon the successful completion of a pre-IPO round of fund raising of a certain amount, and a total of US$1,000,000 worth of share options

at the company’s valuation of US$800 million that would vest over three years upon a successful IPO of the company, as more fully

described in the service agreement.

Hui became a full-time employee of TNG Asia on November 1, 2020 pursuant to an employment agreement

and ended on August 30, 2024.

The employment agreement provided for a monthly base salary of HK$40,000.

TNG FinTech and, again, TNG Asia

have been divested.

Quantification

of Potential Payments and Benefits to the Executive Officer of Seamless in Connection with the Business Combination

information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure

of information about certain compensation for the chief executive officer and other executives of Seamless that is based on, or otherwise

relates to, the transactions contemplated by the Business Combination, which is referred to as the purchase-related compensation.

Reimbursements

Ronnie Ka Wah Hui

connection with the Business Combination, no outstanding Seamless options or warrants (whether vested or unvested) were assumed,

continued or replaced by the Surviving Company.

Ravid ( former CFO)

Ravid entered into an employment agreement with Seamless on 25 October, 2022, with effective date on 15 November, 2022 to serve as Chief

Financial Officer to the company.

The employment agreement provided Mr.

Ravid with an annual salary of $200,000 with a one-time relocation

expense of $20,000, and 200,000 restricted ordinary shares of the Company that would vest in equal monthly installments over a three-year

period beginning on his date of hire.

Quantification

of Potential Payments and Benefits to the Executive Officer of Seamless in Connection with the Business Combination

information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure

of information about certain compensation for the chief executive officer and other executives of Seamless that is based on, or otherwise

relates to, the transactions contemplated by the Business Combination, which is referred to as the purchase-related compensation.

Reimbursements

connection with the Business Combination, no outstanding Seamless options or warrants (whether vested or unvested) were assumed,

continued or replaced by the Surviving Company.

Non-Competition

Kong is subject to non-competition and non-solicitation restrictions during his employment with TNG Asia and for a period of 12 months

following termination of employment.

Hui is subject to non-competition and non-solicitation restrictions during his employment with

TNG Asia and for a period of 3 months following termination of employment.

Ravid is subject to non-competition and non-solicitation

restrictions during his employment with TNG Asia and for a period of 3 months following termination of employment.

and Perquisites

through its subsidiaries, provided benefits to its named executive officers on the same basis as provided to all of its employees, including

insurance and leave.

Seamless did not offer any executive-specific benefit or perquisite programs.

Equity Awards

following table sets forth information regarding equity awards held by the named executive officers as of December 31, 2024.

The applicable

vesting provisions are described in the footnote following the table.

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Alexander King Ong Kong(1)

Ronnie Ka Wah Hui(2)

Eric Weinstein(4)

the Seamless Incentive Plan, a total of 3,964,324 New Seamless shares have been reserved for awards to employees and to service providers

to the Company.

to the Seamless Incentive Plan, Mr.

Kong has been granted 1,009,491 New Seamless Restricted Shares.

336,497 New Seamless shares that

were vested to Mr.

Kong pursuant to Seamless Incentive Plan upon consummation of the Business Combination, and the remaining 672,994

New Seamless Shares to be vested on the 2 nd an 3 rd anniversary of the consummation of the Business Combination.

These Restricted Shares will vest over a two-year period after the consummation of the Business Combination.

Specifically, one third

of these Restricted Shares vested upon the consummation of the Business Combination, one third will vest on the first anniversary

year of the Business Combination, and one third will vest on the second anniversary year of the Business Combination.

2025, the closing price of our Ordinary Shares was $1.81.

Hui has been granted an aggregate of 432,632 New Seamless shares.

144,211 New Seamless shares that were vested to Mr.

to Seamless Incentive Plan upon the consummation of the Business Combination and the remaining 288,421 New Seamless shares to be

vested on the 2 nd an 3 rd anniversary of the consummation of the Business Combination.

These Restricted Shares

will vest over a two-year period after the consummation of the Business Combination.

Specifically, one third of these Restricted

Shares vested upon the consummation of the Business Combination, one third will vest on the first anniversary year of the Business

Combination, and one third will vest on the second anniversary year of the Business Combination.

NG Eng Ho, an independent director of Seamless and member of the New Seamless Board, has been granted 10,383 New Seamless Restricted

Shares under the Seamless Incentive Plan.

These shares vested in full upon the consummation of the Business Combination.

Eric Weinstein, member of the New Seamless Board has been awarded 60,000 New Seamless Restricted Shares by INFINT Acquisition Corporation

(“INFINT”) in connection with his appointment as Chair of INFINT’s Board of Directors.

These shares vested in full

upon the consummation of the Business Combination.

The following table shows information regarding the compensation earned

during the years ended December 31, 2024, and 2023 by the members of our board of directors.

DIRECTOR COMPENSATION TABLE

Stock Awards ($)

Option Awards

Non-Equity Incentive Plan Compensation ($)

Non-Qualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Alexander King Ong Kong

Eric Weinstein

of the Equity Incentive Plan

of the Incentive Plan

purpose of the Incentive Plan is to help Currenc to secure and retain the services of eligible award recipients, provide incentives for

such persons to exert maximum efforts for the success of Currenc and its subsidiaries and affiliates and to provide means by which the

eligible recipients may benefit from increases in value of Currenc Ordinary Shares.

Each director of Currenc (up to five) and approximately

30 employees and consultants of Currenc and its subsidiaries and affiliates are eligible to participate in the Incentive Plan.

Available for Awards

total number of Ordinary Shares reserved for issuance under the Incentive Plan is 4,636,091 Ordinary Shares (the “Initial Share

The maximum number of Ordinary Shares of Currenc that may be issued under the Incentive Plan as a result of the exercise

of Incentive Stock Options will be equal to the Initial Share Pool, and, during any fiscal year of the Company, the sum of the value

(determined as of the date of grant) of all Awards that may be granted to a non-employee director during such fiscal year may not exceed

$500,000 in the aggregate.

shares covered by an award are not purchased or are forfeited or expire, or otherwise terminate without delivery of any shares subject

thereto, then such shares will, to the extent of any such forfeiture, termination, cash-settlement or expiration, be available for future

grant under the Incentive Plan.

If any options or share appreciation rights terminate or expire without being fully exercised or are

canceled, forfeited or cash-settled, the shares for which the option or share appreciation right was not exercised may be available for

future grants under the Incentive Plan;

provided, that to the extent any shares subject to an option or stock-settled stock appreciation

right are withheld for payment of the purchase or exercise price or for payment of taxes, such withheld shares will be treated as granted

and will not again be available for future grants.

If any full-value award is canceled, forfeited or cash-settled, the shares for which

such award was canceled, forfeited or cash-settled may be available for future grants under the Incentive Plan.

of Material Terms of the Incentive Plan

The Incentive Plan provides that grants may be in the following forms:

shares awards

options awards

share unit awards

appreciation rights

share-based awards

cash-based awards

Administration.

The Incentive Plan shall be administered by the compensation committee (the “Committee”) of the board of directors of

The board may designate one or more its directors as a subcommittee who may act for the Committee if necessary.

The Committee

may issue rules and regulations for administration of the Plan.

The Committee (or its delegate) shall have full power and authority to:

(i) designate participants;

(ii) determine the type or types of awards to be granted;

(iii) determine the number of shares to be covered

by (or with respect to which payments, rights or other matters are to be calculated in connection with) the awards;

(iv) determine the

terms and conditions of any award;

(v) determine whether, to what extent and under what circumstances awards may be settled or exercised

in cash, shares, other awards, other property, net settlement (including broker-assisted cashless exercise) or any combination thereof,

or cancelled, forfeited or suspended, and the method or methods by which awards may be settled, exercised, cancelled, forfeited or suspended;

(vi) determine whether, to what extent and under what circumstances cash, shares, other awards, other property and other amounts payable

with respect to an award shall be deferred either automatically or at the election of the holder thereof or of the Committee;

(vii) interpret

and administer the Incentive Plan and any instrument or agreement relating to, or award made thereunder;

(viii) establish, amend, suspend

or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Incentive

and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration

of the Incentive Plan.

All decisions of the Committee shall be final, binding and conclusive.

for Participation.

Any employee, non-employee director, advisor and consultant of Seamless or any of its subsidiaries or affiliates

will be eligible to be selected to receive an award under the Incentive Plan .

Committee is authorized to grant awards of restricted shares (“Restricted Shares”) to participants in accordance with the

terms and conditions of the Incentive Plan, and with such additional terms and conditions, in either case not inconsistent with the provisions

of the Incentive Plan, as the Committee shall determine.

The Committee determines the number of Restricted Shares that will be granted,

which may be service- and/or performance-based, the respective vesting and delivery schedules, and whether the Restricted Shares is entitled

to dividends or dividend equivalents, voting rights or any other rights.

Committee is authorized to grant options (the “Options”) to participants in accordance with the terms and conditions of the

Incentive Plan, and with such additional terms and conditions, in either case not inconsistent with the provisions of the Incentive Plan,

as the Committee shall determine.

The Committee determines the vesting schedules, exercise price per share, term of each Option, and

time at which the Option may be exercised in whole or in part, and the methods and forms in which payment of the exercise price may be

made (including cash, shares, other awards, other property, net settlement (including broker-assisted cashless exercise) or any combination

thereof, having a fair market value on the exercise date equal to the relevant exercise price.

relevant to a participant who is a U.S.

taxpayer, the Committee may designate an Option as intended to be an incentive stock option under

the Code, provided the participant is, as of the time of grant, an employee of the Company or any subsidiary or affiliate of the Company.

Incentive stock options are subject to conditions imposed under the Code, including that any incentive stock options granted to a participant

who owns more than 10% of the voting power of all classes of the Company’s outstanding shares shall not have a term of more than

five years and shall have a per share exercise price that equals at least 110% of the fair market value of an ordinary share of the Company

on the grant date and that the aggregate fair market value (determined as of the date the incentive stock options are granted) of the

shares with respect to which the incentive stock options are granted under the Incentive Plan and all other option plans of the Company

and its affiliates that become exercisable for the first time by the participant during any calendar year shall not exceed $100,000.

Committee is authorized to grant the RSUs to participants in accordance with the terms and conditions of the Incentive Plan, and with

such additional terms and conditions, in either case not inconsistent with the provisions of the Incentive Plan, as the Committee shall

An RSU represents the contractual right to receive one of Currenc’s Ordinary Shares.

Subject to the provisions of the

Incentive Plan, the Committee determines the terms and conditions of RSU grants, including the vesting criteria (which may include accomplishing

specified performance criteria or continued service to Currenc) and the form and timing of payment.

Holders of RSUs do not have any rights

as stockholders but the Committee may provide in an award agreement that such holders are entitled to receive cash payments equal to

the per-share dividend paid on Ordinary Shares which will be distributed upon vesting of the RSU.

Appreciation Rights

Committee is authorized to grant share appreciation rights (“SAR”) to participants in accordance with the terms and conditions

of the Incentive Plan, and with such additional terms and conditions, in either case not inconsistent with the provisions of the Incentive

Plan, as the Committee shall determine.

Share appreciation rights may be granted independently or in addition to other awards granted

under the Incentive Plan.

The Committee determines the exercise price per share under a SAR, term of each SAR, times at which a SAR may

be exercised or settled in whole or in part.

Upon the exercise of a SAR, Seamless shall pay to the participant an amount equal to the

number of its shares subject to the SAR multiplied by the excess, if any, of the fair market value of one share on the exercise date

over the exercise price of such SAR.

Seamless shall pay such excess in cash, in shares valued at fair market value, or any combination

thereof, as determined by the Committee.

Committee is authorized to grant, in addition to Restricted Shares and Options, which are performance-based, other performance awards

(“Performance Awards”) to participants in accordance with the terms and conditions of the Incentive Plan, and with such additional

terms and conditions, in either case not inconsistent with the provisions of the Incentive Plan, as the Committee shall determine.

Awards may be denominated as a cash amount, a number of Shares or a combination thereof and are awards which may be earned upon achievement

or satisfaction of performance conditions specified by the Committee.

Subject to the terms of the Incentive Plan, the performance goals

to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted and the

amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee.

Share-Based Awards

Committee is authorized, subject to limitations under applicable law, to grant to participants such other awards that may be denominated

or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares or factors that may influence

the value of shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into shares, acquisition

rights for shares, awards with value and payment contingent upon performance of Seamless or business units thereof or any other factors

designated by the Committee (“Other Share-Based Awards”).

The Committee shall determine the terms and conditions of such

Cash-Based Awards

Committee is authorized, subject to limitations under applicable law, to grant to participants such other awards that may be denominated

or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, cash (“Other Cash-Based Awards”).

The Committee shall determine the terms and conditions of such awards.

the event that, as a result of any dividend, other than recurring ordinary cash dividends, or other distribution (whether in the form

of cash, Shares or other securities), recapitalization, share split (share subdivision), reverse share split (share consolidation), reorganization,

merger, amalgamation, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of Seamless,

issuance of warrants or other rights to acquire shares or other securities of Seamless, issuance of shares pursuant to the antidilution

provisions of securities of Seamless, or other similar corporate transaction or event affecting the shares, or of changes in applicable

laws, regulations or accounting principles, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or

potential benefits intended to be made available under the Incentive Plan, then the Committee shall, subject to Incentive Plan, adjust

equitably any or all of:

number and type of shares (or other securities) which thereafter may be made the subject of awards;

number and type of shares (or other securities) subject to outstanding awards;

grant, acquisition, exercise price with respect to any award or, if deemed appropriate, make provision for a cash payment to the

holder of an outstanding award;

terms and conditions of any outstanding awards, including the performance criteria of any Performance Awards;

however, that the number of shares subject to any award denominated in shares shall always be a whole number.

awards issued under the Incentive Plan are subject (including on a retroactive basis) to (i) any clawback, forfeiture or similar incentive

compensation recoupment policy established from time to time by Currenc, including, without limitation, any such policy established to

comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, (ii) applicable law (including, without limitation, Section

304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), and/or (iii) the rules

and regulations of the applicable securities exchange or inter-dealer quotation system on which the Ordinary Shares or other securities

are listed or quoted, and such requirements are deemed incorporated by reference into all outstanding award agreements.

the event of a change in control, an award agreement may provide that (i) the award shall vest and become immediately exercisable with

respect to all or a portion of the shares subject to any relevant Options or SARs, (ii) the restricted period shall expire immediately

with respect to all or a portion of the outstanding shares of any relevant Restricted Shares or RSUs and (iii) any Other Share-Based

Awards or Other Cash-Based Awards shall be vested as to all or a portion of the Award.

respect to a Performance Award, in the event of a change in control, the relevant award agreement may provide that all incomplete performance

periods with respect to such award in effect on the date the change in control occurs shall end on the date of such change and the Committee

shall either (1)(i)(x) determine the extent to which performance goals with respect to such performance period have been met based upon

such audited or unaudited financial information then available as it deems relevant and (y) cause to be paid to the applicable participant

partial or full awards with respect to performance goals for each such performance period based upon the Committee’s determination

of the degree of attainment of performance goals or, (ii) assume that the applicable “target levels” of performance have

been attained, or (2) use such other basis determined by the Committee.

Committee may provide that, in the event of a change in control, the participant may retain any tag-along rights, or any rights to sell

the Awards under any Seamless repurchase arrangements.

and Termination of Incentive Plan

to the extent prohibited by applicable laws and unless otherwise expressly provided in an award agreement or Incentive Plan, the Board

may amend, alter, suspend, discontinue or terminate the Incentive Plan or any portion thereof at any time, provided that no such amendment,

alteration, suspension discontinuation or termination shall be made without (i) shareholder approval, if such approval is required by

applicable laws or the rules of the stock market or exchange or (ii) the consent of the affected participant, if such action would materially

adversely affect the rights of such participant under any outstanding award, except to the extent any such amendment, alteration, suspension,

discontinuance or termination is made to cause Incentive Plan to comply with applicable law, stock market or exchange rules, or to impose

any recoupment provisions on any awards under the Incentive Plan.

Committee Interlocks and Insider Participation

of the members of the compensation committee was at any time one of Currenc’s officers or employees.

None of Currenc’s executive

officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of

any other entity that has one or more executive officers that will serve as a member of our Board or compensation committee.

Committee Report

Compensation Committee was formed in connection with the Closing of the Business Combination.

The Compensation Committee operates under

a written charter, a copy of which is available on our investor website at https://investors.currencgroup.com/English/about-us/corporate-governance/.

The committee is responsible for, among other things:

approving and determining the compensation of our officers and key employees;

compensation, including equity awards, to directors for service on the board of directors or any committee thereof and recommend

to the full Board the appropriate level of compensation;

administering

our equity compensation plans;

approving and making recommendations to the board of directors regarding incentive compensation and equity compensation plans;

and reviewing general policies relating to compensation and benefits of our employees.

The current members

of the Compensation Committee are Eng Ho Ng (Chair) and Eric Weinstein.

Eng Ho Ng serves as Chairman of the Compensation Committee.

of the members of our Compensation Committee meet the requirements for independence under the under the applicable rules and regulations

of the SEC and rules of Nasdaq.

by the Compensation Committee of the Board:

Ho Ng (Chair)

material in this Compensation Committee Report is deemed “furnished” in this Annual Report on Form 10-K and shall not be

deemed to be “soliciting material” or to be “filed” with the SEC or subject to the liabilities of Section 18

of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities

Act or the Exchange Act.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 21, 2024 based on

information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares by:

person known by us to be the beneficial owner of more than 5% of the outstanding ordinary shares;

of our executive officers, directors and director nominees that beneficially owns ordinary shares;

our executive officers and directors as a group.

following table sets forth information regarding the beneficial ownership of shares of our Ordinary Shares upon the completion of the

Business Combination by:

person known by us to be the beneficial owner of more than 5% of Currenc’s Ordinary Shares;

of our named executive officers and directors;

of our officers and directors as a group.

ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security

if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently

exercisable or exercisable within 60 days.

the table below, percentage of ownership is based on 46,527,999 Ordinary Shares issued and outstanding as of April 14, 2025, including

40,000,000 Ordinary Shares issued to the former shareholders of Seamless in the Business Combination as Exchange Consideration, 400,000

Commitment Shares issued in connection with the PIPE Offering, 200,000 Ordinary Shares issued to the vendors in connection with the Business

Combination Closing, and reflects the valid redemption of 4,652,105 INFINT Class A ordinary shares and the issuance of all shares under

the Seamless Incentive Plan, which shares were reserved under the Seamless Incentive Plan and were a part of the Aggregate Consideration.

The below table excludes the Ordinary Shares underlying the warrants and private warrants, and PIPE Warrants because these securities

are not exercisable until registered, which may or may not occur within sixty (60) days.

Further, it assumes no issuance of the 4,636,091

shares reserved under the Incentive Plan.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary

Shares beneficially owned by them.

Percentage of

Ordinary Shares (3)

Unless otherwise noted, the business address of each of the following entities or individuals is 410

North Bridge Road, SPACES City Hall, Singapore 188726.

Name and Address of Beneficial Owner

Alexander Edgarov

5,733,084 (2)

Sheldon Brickman

Number Ordinary Shares

% of Total Voting Power

Directors and Named Executive Officers:

Alexander King Ong Kong (1)

Ronnie Ka Wah Hui (2)

Hagay Ravid (3)

Eng Ho Ng (2)

Eric Weinstein (2)

Michael Moradzadeh

Andrey Novikov

All directors and executive officers as a group (8 individuals)

5,733,084 (2)

InFinT Capital LLC (4)(5)

5,733,084 (2)

Cowen and Company, LLC (6)

Wolverine Asset Management, LLC (7)

Mizuho Financial Group, Inc.

Meteora Capital, LLC (9)

First Trust Merger Arbitrage Fund (10)

First Trust Capital Management L.P.

Less than one percent.

otherwise noted, the business address of each of the following is 32 Broadway, Suite 401, New York, NY 10004.

shown consist solely of founder shares, classified as Class B ordinary shares.

Such 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, as described in the section entitled “Description of Securities.”

on 10,580,104 shares issued and outstanding as of March 21, 2024 (5,833,083 founder shares and 4,747,021 Class A ordinary shares).

Capital LLC, our Sponsor, is the record holder of such shares.

Alexander Edgarov is the sole member of the Sponsor and has dispositive

and voting control of the securities held of record by the Sponsor, and may be deemed to beneficially own such securities.

disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

of the 760,837 of the founder shares was surrendered by our Sponsor as the result of the underwriter’s full exercise of the

over-allotment option.

on a Schedule 13G filed on February 22, 2024, by Cowen and Company, LLC (“Cowen”), a Delaware limited liability company,

and Cowen Financial Products LLC (“Cowen Financial”) with respect to 579,878 Class A ordinary shares collectively and

directly held by Cowen and Cowen Financial.

Cowen and Cowen Financial has the sole power to vote or to direct the vote with respect

to 379,878 Class A ordinary shares and 200,000 Class A ordinary shares, respectively.

The address of the business office of Cowen

and Cowen Financial is 599 Lexington Ave, New York, NY 10022.

on a Schedule 13G filed on February 8, 2024, by Wolverine Asset Management, LLC, an Illinois liability company (“WAM”),

Wolverine Holdings, L.P., an Illinois limited partnership (“Wolverine Holdings”), Wolverine Trading Partners, Inc., an

Illinois company (“WTP”), Mr.

Christopher L.

Bellick (together, the “Reporting Persons”),

with respect to the Class A ordinary shares held by the Reporting Persons.

WAM is an investment adviser and has voting and disposition

power over 710,700 Class A ordinary shares of the Company.

The sole member and manager of WAM is Wolverine Holdings.

Gust may be deemed to control WTP, the general partner of Wolverine Holdings.

Each of Wolverine Holdings, Mr.

Gust, and WTP have voting and disposition power over 710,701 Class A Ordinary Shares of the Company.

The address of each of the Reporting

Persons is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

on a Schedule 13G filed on February 13, 2024, by Mizuho Financial Group, Inc., a company incorporated under the laws of Japan (“Mizuho

Financial”), with respect to the Class A ordinary shares directly held by Mizuho Securities USA LLC.

Mizuho Financial, Mizuho Bank,

and Mizuho Americas LLC may be deemed to be indirect beneficial owners of the Class A ordinary shares directly held by Mizuho Securities

USA LLC which is their wholly-owned subsidiary.

The address of the business office of Mizuho Financial is 1–5–5, Otemachi,

Chiyoda–ku, Tokyo 100–8176, Japan.

on a Schedule 13G filed on February 14, 2024, by Meteora Capital, LLC.(“Meteora Capital”), a Delaware limited liability

company and the investment manager to certain private investment funds (each, a “Meteora Fund”), and Vik Mittal, who

serves as the Managing Member of Meteora Capital (together with Meteora Capital, the “Reporting Persons”), with respect

to 622,885 Class A ordinary shares collectively and directly held by Meteora Funds.

The address of the principal business office

of the Reponrting Persons is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

on a Schedule 13G filed on February 28, 2024 by First Trust Merger Arbitrage Fund, a series of Investment Managers Series Trust II,

an investment company registered under the Investment Company Act of 1940 (“VARBX”), First Trust Capital Management L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP LLC (“Sub GP”), with respect

to the Class A ordinary shares held by certain funds and managed accounts to which FTCM serves as investment adviser, including (i)

series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically

First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company registered under

the Investment Company Act of 1940 and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability

company (collectively, the “Client Accounts”).

FTCS is a Delaware limited partnership and control person of FTCM.

GP is a Delaware limited liability company and control person of FTCM.

The principal business address of FTCM, FTCS and Sub GP is

Wacker Drive, 21st Floor, Chicago, IL 60606.

The principal business address of VARBX is 235 West Galena Street, Milwaukee,

after the IPO, our initial shareholders beneficially own 22.58% of the then issued and outstanding ordinary shares.

As a result of redemptions

in connection with the extraordinary meeting held to approve the Extension Proposal, our initial shareholders currently beneficially

own 37.8% of our issued and outstanding ordinary shares.

Only holders of Class B ordinary shares will have the right to vote for the

election of directors in any general meeting held prior to or in connection with the completion of our initial business combination,

which directors will be proposed by the Company’s Board following a nomination by the nominating and corporate governance committee.

Holders of our public shares will not have the right to appoint any directors to our Board prior to our initial business combination.

Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring

approval by our shareholders, including amendments to our Charter and approval of significant corporate transactions including our initial

business combination.

Sponsor has purchased an aggregate of 7,796,842 private placement warrants, each exercisable to purchase one Class A ordinary share at

$11.50 per share, at a price of $1.00 per warrant, or $7,796,842 in the aggregate, in a private placement that occurred simultaneously

with the closing of the IPO.

The private placement warrants are identical to the warrants sold in the IPO.

Pursuant to an agreement that

we have entered into with the holders of the private placement warrants, the private placement warrants may not, subject to certain limited

exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.

portion of the purchase price of the private placement warrants are added to the proceeds from the IPO to be held in the Trust Account

such that at the time of closing of the IPO $ 202,998,782 are held in the Trust Account.

If we do not complete our initial business combination

prior to August 23, 2023 (or such earlier date as determined by our Board), the private placement warrants will expire worthless.

Capital LLC, our Sponsor, and our officers and directors are deemed to be our “promoters” as such term is defined under the

federal securities laws.

All Executive Officers and Directors as a Group (7 individuals)

Greater than Five Percent Holders:

Regal Planet Limited (4)

(a) 26,912,897 Ordinary Shares held by Regal Planet Limited, (b) 152,249 Ordinary Shares held by Mr.

Kong personally and (c) 336,497

Ordinary Shares that were vested to Mr.

Kong pursuant to Seamless Incentive Plan upon consummation of the Business Combination.

Kong’s business address is Unit B&D, 13/F, Lee & Man Commercial Center, 169 Electric Road, North Point, Hong Kong.

NG Eng Ho, an independent director of Seamless and member of the New

Seamless Board, has been granted 10,838 New Seamless Restricted Shares under the Seamless Incentive Plan.

These shares vested in full

upon the consummation of the Business Combination.

Eric Weinstein, a member of the New Seamless Board has been awarded 60,000 ordinary

shares by INFINT Acquisition Corporation (“INFINT”) in connection with his appointment as Chair of INFINT’s Board of

These shares vested in full upon the consummation of the Business Combination.

Hagay Ravid has resigned from his position as Chief Financial Officer of Currenc Group Inc, effective December 31, 2024.

Planet Limited’s business address is Unit B&D, 13/F, Lee & Man Commercial Center, 169 Electric Road, North Point, Hong

Authorized for Issuance Under Equity Compensation Plans

information contained under the heading “Director Independence” in Part II, Item 5.

“ Securities Authorized for Issuance

Under Equity Compensation Plans ” is incorporated by reference herein.

Certain Relationships and Related Transactions, and Director Independence

Relationships and Related Transactions

issued to our Sponsor an aggregate of 5,833,083 founder shares in exchange for a capital contribution of $25,100, or approximately $0.004

Our Sponsor transferred 99,999 founder shares to EF Hutton as representative shares (the representative shares are deemed

to be underwriter’s compensation by the FINRA pursuant to Rule 5110 of the FINRA Manual).

Sponsor has purchased an aggregate of 7,796,842 private placement warrants, each exercisable to purchase one Class A ordinary share at

$11.50 per share, at a price of $1.00 per warrant, $7,796,842 in the aggregate, in a private placement that closed simultaneously with

the closing of the IPO.

The private placement warrants are identical to the warrants sold in the IPO.

Pursuant to an agreement that we

have entered into with the holders of the private placement warrants, the private placement warrants may not, subject to certain limited

exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.

Sponsor, certain advisor transferees, officers and directors and EF Hutton as holder of representative shares have entered into a letter

agreement with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares and public

shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their

founder shares and public shares in connection with a shareholder vote to approve an amendment to our Charter 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 have not consummated an initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board)

or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity,

(C) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if we fail to complete

our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board), although they will be entitled

to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial business

combination within such time period;

(D) vote any founder shares held by them and any public shares purchased during or after the IPO

(including in open market and privately-negotiated transactions) in favor of our initial business combination;

(E) the founder shares

are automatically convertible 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 as described herein and in our Charter;

and (F) only holders of Class

B ordinary shares will have the right to vote for the election of directors in any general meeting held prior to or in connection with

the completion of our initial business combination, which directors will be proposed by the Company’s Board following a nomination.

currently utilize office space at 32 Broadway, Suite 401, New York, NY 10004.

Commencing on November 22, 2021, we pay our Sponsor or

an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to

members of our management team.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly

For the year ended December 31, 2023, the Company incurred $120,000 in expenses for these services.

In addition, the Company reimbursed

such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $88,395.

For the year ended December

31, 2022, the Company incurred $120,000 in expenses for these services.

In addition, the Company reimbursed such affiliate of the Sponsor

for certain costs incurred on the Company’s behalf in the amount of $167,618.

compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, officers and directors,

Related Party Transactions

issued to its Sponsor an aggregate of 5,833,083 founder shares in exchange for a capital contribution of $25,100, or approximately $0.004

The Sponsor transferred 99,999 founder shares to EF Hutton as representative shares (the representative shares are deemed

to be underwriter’s compensation by FINRA pursuant to Rule 5110 of the FINRA Manual).

Sponsor has purchased an aggregate of 7,796,842 private warrants, each exercisable to purchase one Class A ordinary share at $11.50 per

share, at a price of $1.00 per warrant, $7,796,842 in the aggregate, in the Private Placement.

The private warrants are identical to

the warrants sold in the INFINT IPO.

Pursuant to an agreement that INFINT has entered into with the holders of the private warrants,

the private warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after

the completion of INFINT’s initial business combination.

Sponsor and other initial shareholders entered into the Letter Agreement with INFINT, pursuant to which they agreed to (A) waive their

redemption rights with respect to their founder shares and public shares in connection with the completion of INFINT’s initial

business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder

vote to approve an amendment to INFINT’s amended and restated memorandum and articles of association to modify the substance or

timing of INFINT’s obligation to allow redemption in connection with INFINT’s initial business combination or to redeem 100%

of INFINT’s public shares if INFINT has not consummated an initial business combination prior to November 23, 2024 or with respect

to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their

rights to liquidating distributions from the trust account with respect to their founder shares if INFINT fails to complete INFINT’s

initial business combination prior to November 23, 2024, although they will be entitled to liquidating distributions from the trust account

with respect to any public shares they hold if INFINT fails to complete INFINT’s initial business combination within such time

period and (D) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market

and privately-negotiated transactions) in favor of INFINT’s initial business combination;

(iv) the founder shares are automatically

convertible into Class A ordinary shares concurrently with or immediately following the consummation of INFINT’s initial business

combination on a one-for-one basis, subject to adjustment as described herein and in INFINT’s amended and restated memorandum and

articles of association;

and (v) only holders of Class B ordinary shares will have the right to vote for the election of directors in

any general meeting held prior to or in connection with the completion of INFINT’s initial business combination, which directors

will be proposed by the INFINT Board following a nomination.

utilized office space at 32 Broadway, Suite 401, New York, NY 10004.

Commencing on November 22, 2021, INFINT paid the Sponsor or an affiliate

thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of INFINT’s

management team.

Upon completion of the Business Combination, INFINT ceased paying these monthly fees.

compensation of any kind, including finder’s and consulting fees, were paid by the company to the Sponsor, officers and directors,

or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such

as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review

on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

April 20, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate

principal amount of up to $400,000, to be used for payment of costs related to the IPO.

The note is interest bearing (0.01% annual rate)

and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of the IPO.

These amounts have been repaid upon completion

of the IPO out of the $696,875 of offering proceeds that has been allocated for the payment of offering expenses.

August 3, 2022, concurrently with the execution of the Business Combination Agreement, Sponsor, the Company and Seamless had entered

into the Sponsor Support Agreement, pursuant to which, among other things, Sponsor agreed to (a) vote at the Company’s shareholders’

meeting in favor of the Business Combination Agreement and the Proposed Transactions (as defined below), (b) abstain from redeeming any

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

contained in the Charter.

September 13, 2023, the Company issued the Note in the principal amount of up to $400,000 to the Sponsor, which may be drawn down from

time to time prior to the Maturity Date upon request by the Company.

The Note amended, replaced and superseded the Original Note in its

entirety, and any unpaid principal balance of the indebtedness evidenced by the Original Note has been merged into and evidenced by the

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

In the event the Company consummates

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

into that number of Working Capital Warrants equal to the portion of the principal amount of the Note being converted divided by $1.00,

rounded up to the nearest whole number.

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

placement warrants issued by the Company at the time of its IPO as described in the prospectus for the IPO, dated November 22, 2021 and

filed with the SEC, including the transfer restrictions applicable thereto.

The Note is subject to customary events of default, the occurrence

of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note

becoming immediately due and payable.

of December 31, 2023, $325,000 was outstanding under the promissory note.

addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an

affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us additional funds as may be

required on a non-interest basis.

If we complete an initial business combination, we would repay such loaned amounts.

that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to

repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

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

However, these individuals could be reimbursed for any out-of-pocket expenses incurred in connection with activities on INFINT’s

behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

audit committee reviewed on a quarterly basis all payments that were made to the Sponsor, officers, directors or INFINT’s or their

April 20, 2021, the Sponsor issued an unsecured promissory note to INFINT, pursuant to which INFINT may borrow up to an aggregate principal

amount of up to $400,000, to be used for payment of costs related to the Proposed Offering.

The note was interest bearing (0.01% annual

rate) and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Proposed Offering.

These amounts were repaid

upon completion of the IPO out of the $696,875 of offering proceeds that were allocated for the payment of offering expenses.

As of December

31, 2021, there were no amounts outstanding under the promissory note.

addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate

of the Sponsor or certain of INFINT’s officers and directors could, but were not obligated to, loan INFINT funds as may be required

on a non-interest basis.

If INFINT completed an initial business combination, INFINT would repay such loaned amounts.

Up to $1,500,000

of such loans could be convertible into private 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.

Except as set forth above, the terms of

such loans, if any, have not been determined and no written agreements exist with respect to such loans.

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.

of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of working capital loans prior to our initial

business combination will be made using funds held outside the Trust Account.

our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy

solicitation or tender offer materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation

will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial

business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director

compensation.

have also entered into a registration rights agreement with respect to the founder shares and private placement warrants.

for Approval of Related Party Transactions

audit committee of our Board have adopted a policy setting forth the policies and procedures for its review and approval or ratification

of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or

series of transactions:

(i) in which the company was or is to be a participant;

(ii) the amount of which exceeds (or is reasonably expected

to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal

years in the aggregate over the duration of the transaction (without regard to profit or loss);

and (iii) in which a “related party”

had, has or will have a direct or indirect material interest.

“Related parties” under this policy will include:

(i) our directors,

nominees for director or officers;

(ii) any record or beneficial owner of more than 5% of any class of our voting securities;

immediate family member of any of the foregoing if the foregoing person is a natural person;

and (iv) any other person who maybe a “related

person” pursuant to Item 404 of Regulation S-K under the Exchange Act.

Pursuant to the policy, the audit committee will consider

(i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those

that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest

in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee

believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect

that the transaction may have on a director’s status as an independent member of the Board and on his or her eligibility to serve

on the Board’s committees.

Management will present to the audit committee each proposed related party transaction, including all

relevant facts and circumstances relating thereto.

Under the policy, we may consummate related party transactions only if our audit committee

approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

The policy will not permit any director

or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related

rules of NYSE require that a majority of our Board be independent within one year of our IPO.

An “independent director” is

defined generally as a person who, in the opinion of the company’s Board, has no material relationship with the listed company

(either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with the company).

have four “independent directors” as defined in NYSE rules and applicable SEC rules prior to completion of the IPO.

has determined that Michael Moradzadeh, Jing Huang, Eric Weinstein, Dave Cameron and Jing Huang are “independent directors”

as defined in NYSE listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which

only independent directors are present.

of the Board of Directors

Board has three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance committee.

Our audit committee, our nominating and corporate governance committee and our compensation committee are composed solely of independent

Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed

company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating

and corporate governance committee of a listed company be comprised solely of independent directors.

Each committee operates under a

charter that is approved by our Board and has the composition and responsibilities described below.

The charter of each committee is

available on our website.

established an audit committee of the Board.

Dave Cameron and Jing Huang serve as members of the audit committee and Michael Moradzadeh

serves as chair of the audit committee.

All members of the audit committee are independent of and unaffiliated with our Sponsor and our

Under NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

Moradzadeh is financially literate and our Board has determined that Michael Moradzadeh qualifies as an “audit committee financial

expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

have adopted an audit committee charter, which will detail the principal functions of the audit committee, including:

board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3)

our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal

audit function and independent auditors;

the appointment, compensation, retention, replacement, and oversight of the work of the

independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving

all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged

by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships

the auditors have with us in order to evaluate their continued independence;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at

least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-control

procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm,

or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or

more independent audits carried out by the firm and any steps taken to deal with such issues;

to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent

auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition

and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item

404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including

any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues

regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

established a compensation committee of the Board.

Michael Moradzadeh serves as a member of the compensation committee and Dave Cameron

serves as chair of the compensation committee.

Under NYSE listing standards, all the directors on the compensation committee must be

have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation,

evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the

remuneration (if any) of our chief executive officer’s based on such evaluation;

and making recommendations to our Board with respect to the compensation, and any incentive compensation and equity based plans that

are subject to Board approval of all of our other officers;

our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding

the foregoing, as indicated above, other than the payment to an affiliate of our Sponsor of up to $10,000 per month, for up to until

the Third Extended Date, as applicable, for office space, utilities and secretarial and administrative

support and reimbursement of expenses, and excluding director compensation as described herein, no compensation of any kind, including

finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective

affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for

the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work

of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other

adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and

and Corporate Governance Committee

established a nominating and corporate governance committee of the Board.

Michael Moradzadeh serves as a member of our nominating and

corporate governance committee and Eric Weinstein serves as chair.

Under NYSE listing standards, all the directors on the nominating

and corporate governance committee must be independent.

have adopted a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating

and corporate governance committee, including:

screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Board, and recommending

to the Board candidates for nomination for appointment at the annual general meeting or to fill vacancies on the Board;

and recommending to the Board and overseeing implementation of our corporate governance guidelines;

and overseeing the annual self-evaluation of the Board, its committees, individual directors and management in the governance of

on a regular basis our overall corporate governance and recommending improvements as and when necessary.

charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice

of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search

firm’s fees and other retention terms.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the Board considers educational background, diversity of professional

experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best

interests of our shareholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend

director candidates for nomination to our Board.

holders of Class B ordinary shares will have the right to vote for the election of directors in any general meeting held prior to or

in connection with the completion of our initial business combination, which directors will be proposed by the Company’s Board

following a nomination by the nominating and corporate governance committee.

Committee Interlocks and Insider Participation

of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one

or more officers serving on our Board.

Prior to the completion of INFINT’s initial

business combination, INFINT did not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as INFINT

did 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 INFINT’s trust account.

September 13, 2023, the Company issued the Amended Note in the principal amount of up to $400,000 to the Sponsor, which could be drawn

down from time to time prior to the Maturity Date upon request by the Company.

The Note amended, replaced and superseded in its entirety

the Original Note, which was issued by the Company to the Sponsor on May 1, 2023, and any unpaid principal balance of the indebtedness

evidenced by the Original Note was merged into and evidenced by the Note.

The Note does not bear interest and the principal balance will

be payable on the Maturity Date.

The Sponsor has the option on the Maturity Date to convert the principal outstanding under the 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 warrants issued by the Company at the time of its IPO, as described in the prospectus for the IPO, dated November 22,

2021 and filed with the SEC, including the transfer restrictions applicable thereto.

The Note is subject to customary events of default,

the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard

to the Note becoming immediately due and payable.

to the Business Combination, any of the foregoing payments to the Sponsor, repayments of loans from the Sponsor or repayments of Working

Capital Loans prior to INFINT’s initial business combination were made using funds held outside the trust account.

In conjunction

with the Closing of the Business Combination, the Note to the Sponsor was amended to $603,623.

the Business Combination, members of INFINT’s management team who remain with us may be paid consulting, management or other fees

from Currenc.

has also entered into the Registration Rights Agreement with respect to the Founder Shares and private warrants.

Relationships

as otherwise disclosed in this Annual Report, no compensation of any kind, including finder’s and consulting fees, were paid by

INFINT to the Sponsor, INFINT’s directors, officers or any of their respective affiliates, for services rendered prior to or in

connection with the completion of the Business Combination.

However, these individuals were reimbursed for any out-of-pocket expenses

incurred in connection with activities on INFINT’s behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

The Audit Committee reviewed on a quarterly basis all payments that were made to the Sponsor, directors,

officers or their respective affiliates.

Agreements Related to Business Combination

connection with the Business Combination, certain agreements were entered into pursuant to the Business Combination Agreement.

below are qualified in their entirety by reference to the full text of such agreements and to the descriptions thereof included elsewhere

in this Annual Report.

These agreements include:

Support Agreement;

Support Amendment;

Rights Agreement;

Related Party Transactions

addition to the compensation arrangements, including employment, discussed in the section titled “ Executive Officer and Director

Compensation ,” the following is a description of each transaction since January 1, 2018, and each currently proposed transaction,

has been or is to be a participant;

amount involved exceeded or exceeds $120,000;

of Seamless’ directors, executive officers or beneficial holders of more than 5% of any class of Seamless ordinary shares,

or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a

direct or indirect material interest.

FinTech (now renamed as Seamless Group Inc.) previously entered into that certain Amended and Restated Convertible Bond Instrument, dated

September 14, 2021, and that certain related Amendment Agreement, dated September 14, 2021, with Regal Planet Limited and Chelsea Vanguard

Such convertible bond instrument and related documents were issued in respect of $27,000,0000 15% secured guaranteed convertible

bonds of TNG FinTech, secured by certain ordinary shares of TNG FinTech including those held by Regal Planet Limited, the controlling

shareholder of Seamless and which is controlled by Mr.

Kong, as personally guaranteed by Mr.

Kong, the chairman and former chief executive

officer of Seamless.

On September 14, 2023, the parties entered into the Third Amendment Agreement for the purpose of, among others,

reviewing and amending certain terms and conditions under the Amended and Restated Convertible Bond Instrument, and further the Issuer

has been authorized by a resolution of its board of directors dated September 11, 2023 to create and issue $10,000,000 15% secured guaranteed

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

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

with Certain Shareholders

has entered into certain loan agreements with its shareholders, pursuant to which Seamless is the borrower or guarantor, including:

certain Loan Agreement, dated August 26, 2022, and that certain Loan Agreement, dated March 15, 2022, both by and between Seamless

and Regal Planet Limited, the controlling shareholder of Seamless and which is controlled by Mr.

Kong, with $1,262,408 and $644,086

remaining as amounts due to Regal Planet Limited thereunder, respectively, as of December 31, 2024.

certain Loan Agreement, dated December 28, 2021, and that certain Loan Agreement, dated June 30, 2023, both by and between Seamless

(previously known as TNG FinTech Group Inc.) and Kong King Ong Alexander, the controlling shareholder of Regal Planet

Limited, which is the controlling shareholder of Seamless, with $1,582,706 remaining as the amount due to Mr.

Kong thereunder, as

of December 31, 2024;

certain Loan Agreement, Term Loan Facility, dated May 26, 2021, by and among GEA Limited, a former subsidiary of Seamless and which

was divested in July 2024, TNG FinTech (now renamed as Seamless Group Inc.), and Highlight Holdings Limited, the shareholder of which

is an ultimate beneficial owner of Nogle Ventures Limited and Pandora Technology Ventures Limited, which are shareholders of Seamless,

with $800,000 remaining as the amount due to Highlight Holdings Limited thereunder, as of December 31, 2024;

certain Loan Agreement, Term Loan Facility, dated March 13, 2020, by and among TNG Asia, which was divested from Seamless in August

2024, TNG FinTech (now renamed as Seamless Group Inc.), and Highlight Holdings Limited, the shareholder of which is an ultimate beneficial

owner of Nogle Ventures Limited and Pandora Technology Ventures Limited, which are shareholders of Currenc, with no outstanding amount

due to Highlight Holdings Limited thereunder, as of December 31, 2024.

with Other Related Parties

is also a party to that certain Letter of Comfort, dated May 19, 2022, with TNG Asia, which was divested from Seamless in August 2024,

pursuant to which Seamless agreed to put in place appropriate IPO insurance and indemnify TNG Asia and Regal Planet Limited, the controlling

shareholder of Seamless and which is controlled by Mr.

Kong, the chairman and former chief executive officer of Seamless, in connection

with the Business Combination.

is also a party to the following transactions:

certain Loan Agreement, dated January 12, 2022, by and between TNG FinTech (now renamed as Seamless Group Inc.) and Hui Ka Wah Ronnie,

the chief executive officer of Seamless, with $463,742 remaining as the amount due to Mr.

Hui thereunder, as of December 31, 2024;

certain Loan Agreement, dated July 30, 2024, by and between Seamless Group Inc.

and GEA Limited, which was divested from Seamless

in July 2024, with $10,443,375 remaining as the amount due to GEA Limited, as of December 31, 2024.

Asia, which was divested in August 2024, is a party to those certain Development, Sales & Purchases, On-going Maintenance and Partnership

Agreements, dated April 3, 2017, April 1, 2018, April 7, 2020, April 23, 2021, April 25, 2022 and April 24, 2023 with SINO Dynamic Solutions

Limited (“SINO”), an ultimate beneficial owner of which is Mr.

Kong, the chairman and former chief executive officer of Seamless.

TNG Asia has commissioned SINO for the development of an e-wallet and cashless payment solution system as well as the on-going maintenance

of the system.

The TNG Payment Solution is a cashless payment processing service, offering a highly encrypted and secure payment processing

infrastructure allowing its users and consumers to make payments electronically to designated vendors / merchants for purchases of goods

and services.

Limited, which was divested from Seamless in July 2024, is a party to the following transactions:

certain Development, Sales & Purchases, On-going Maintenance and Partnership Agreements, dated April 15, 2019, April 15, 2020,

April 15, 2021, April 25, 2022 and April 24, 2023 with SINO, an ultimate beneficial owner of which is Mr.

Kong, the chairman and

former chief executive officer of Seamless.

GEA Limited has commissioned SINO for the development of an e-money platform facilitating

cross border payments, fund transfers, social hub functions and payment solution systems as well as the on-going maintenance of the

The GEA Payment Solution is a payment processing service, offering a highly encrypted and secure payment processing infrastructure,

allowing its member participants to make cross-border fund transfer electronically to designated bank accounts / cash pickup points

in its supported network of countries;

certain Collaboration Agreement, FX Trade, dated April 14, 2020, with BTSE Holdings Limited and Highlight Holdings Limited, the shareholder

of which is an ultimate beneficial owner of Nogle Ventures Limited and Pandora Technology Ventures Limited, which are shareholders

certain Collaboration Agreement, FX Trade, dated August 2, 2022, with Nogle Limited, the shareholder of which is an ultimate beneficial

owner of Nogle Ventures Limited and Pandora Technology Ventures Limited, which are shareholders of Currenc;

certain Global E-Money Alliance Agreement for Corporate Collection and Payout Services, dated August 11, 2020, with BTSE Holdings

Limited, shareholder of which is an ultimate beneficial owner of Nogle Ventures Limited and Pandora Technology Ventures Limited,

which are shareholders of Currenc.

to the Closing, Seamless completed the spin-out, carve-out, divest or transfer all of the equity interests that it owns in (a) TNG Asia,

(b) FNTI and (c) GEA and together with TNG Asia and FNTI, (the “Divestiture Entities”), including by means of a partial redemption

of outstanding ordinary shares as consideration therefor such that, upon consummation of the Divestitures, the Divestiture Entities are

no longer subsidiaries of, or controlled by, Seamless.

entered into that certain Deed of Guarantee, dated as of May 25, 2023, by and among Seamless, Regal Planet Limited and Kong King Ong

Alexander, as guarantors, and Ripple Labs Singapore Pte.

Ltd., pursuant to which Seamless will be a guarantor of GEA Limited, a wholly-owned

subsidiary of Seamless, in connection with that certain Master XRP Commitment to Sell Agreement and each Line of Credit Addendum related

thereto, between Ripple Labs Singapore Pte Ltd.

and GEA Limited, as described therein.

GEA has purchased $52.6 million, $501 million

and $105 million worth of XRP from Ripple pursuant to the Master XRP Commitment to Sell Agreement for its ODL prefunding for the years

ended December 31, 2021, 2022, and 2023, respectively.

amount guaranteed under such Deed of Guarantee is $28.1 million (together with additional interest and fees) as of December 31, 2024.

The current amounts outstanding can be declared immediately due and payable by Ripple Labs Singapore Pte.

Ripple Labs Singapore

may make additional advances to GEA Limited from time to time pursuant to the Master XRP Commitment to Sell Agreement, and

such additional advances will 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.

XRP Commitment to Sell Agreement between Ripple Labs Singapore Pte.

Labs Singapore Pte.

and GEA entered into a Master XRP Commitment to Sell Agreement on September 12, 2022 when GEA was onboarded

as an ODL RP.

Pursuant to this agreement, GEA can execute ODL transactions.

Under this agreement, Ripple Labs Singapore Pte.

certain amounts of XRP into the account of its ODL RP, i.e.

the crypto wallet of GEA.

The agreement stipulates that the legal title and

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

Under the agreement, GEA agrees to

transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte.

Ltd in its bailment account to Tranglo for prefunding purposes.

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

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

Labs Singapore Pte.

Ripple Labs Singapore Pte.

Ltd and GEA also entered into a Line of Credit and related addendums in connection

with the Master XRP Commitment to Sell Agreement, under which Ripple Labs Singapore Pte.

Ltd provided to GEA a USD$5 million credit facility

for a two year’ term, so that GEA could have the resources to aggressively promote the use of ODL services.

the debt is incurred by GEA, Seamless will not incur or pay such debts in connection with the divestiture of GEA.

However, Seamless has

guaranteed such debt.

The total amount guaranteed under the Deed of Guarantee is $28.1 million as of December 31, 2024.

The guarantee

provided by Seamless will last only up to 6 months after the completion of this transaction.

At that point Seamless will cease to provide

guarantee for the loans.

There are provisions that restrict Seamless from incurring additional indebtedness after the closing of merger

that would materially affect its guarantee of GEA’s debts to Ripple Labs Singapore Pte.

However, the restrictions are effective

only for the 6 months’ guarantee period after the divestiture of GEA.

After the guarantee period, there are no restrictive constraints

Master XRP Commitment to Sell Agreement

Labs Singapore Pte.

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

by the Amendment to Master XRP Commitment to Sell Agreement dated April 15, 2022, and further amended by the Amendment No.

XRP Commitment to Sell Agreement dated May 25, 2022, Amendment No.

3 to Master XRP Commitment to Sell Agreement dated September 12, 2022

and Amendment No.4 to Master XRP Commitment to Sell Agreement, dated December 3, 2023.

Pursuant to this agreement, Tranglo can execute

ODL transactions in which Ripple Labs Singapore Pte.

Ltd will make available via automated wallet funding service (“AWF”)

up to $50,000,000 worth of XRP for working capital purposes.

Under this agreement, Ripple Labs Singapore Pte.

Ltd deposits certain amounts

of XRP into Tranglo’s crypto wallet.

The agreement stipulates that the legal title and rights to the XRP deposited in Tranglo’s

crypto wallet belong to Ripple Labs Singapore Pte.

Under the agreement, Tranglo agrees to transfer XRP in its crypto wallet as provided

by Ripple Labs Singapore Pte.

Ltd in its bailment account to Tranglo for prefunding purposes.

In exchange for obtaining the XRP, Tranglo

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

Support Agreement

Services, Inc.

and Tranglo entered into a Pay-out Support Agreement on March 10, 2021.

According to the Agreement, Tranglo agreed to

integrate with RippleNet and On Demand Liquidity (collectively the Ripple Solution) which were developed by the Ripple entities for facilitating

cross-border payments.

Under the Agreement, Tranglo’s remittance partners can choose to adopt the use of XRP for the ODL facility

for prefunding purposes.

Both Ripple Services, Inc.

and Tranglo agreed to make use of the programmatic liquidation system for liquidation

of XRP as received by Tranglo for prefunding purposes into USD or other fiat currencies.

Under the Agreement, Ripple Services, Inc.

that Tranglo will receive the agreed amount of fiat currencies from the liquidation of XRP on every agreed XRP prefunding arrangement,

and that any shortfall in the liquidation process will be covered by Ripple Services, Inc.

In exchange, Tranglo has to offer certain

discounts on transaction fees and foreign exchange fees for the remittance partners who adopt the ODL services of Ripple Solution and

use XRP for prefunding transactions.

Shareholders’

a series of transactions with unrelated parties, Ripple Labs Singapore Pte.

Ltd acquired a 40% ownership interest in Tranglo.

19, 2021, Ripple Labs Singapore Pte.

Ltd, Tranglo and Seamless entered into a Shareholders’ Agreement governing the management

Pursuant to that Agreement, Ripple Labs Singapore Pte.

Ltd is entitled to appoint two members of the Tranglo board.

Ripple Labs Singapore Pte.

Ltd has the right to second an executive officer of Tranglo (the “Ripple Executive Officer”),

and such person can be replaced at the direction of Ripple Labs Singapore Pte.

The Ripple Executive Officer is responsible for instituting

the strategy of the RippleNet product, migrating customers to RippleNet, determining pricing strategy to facilitate growth and defining

geographic expansion and the prioritizing of new geographical markets.

Certain specific activities cannot be undertaken without the express

consent of Ripple Labs Singapore Pte.

Ltd, including an initial public offering, merger or sale of assets of Tranglo, changes to the

capital structure and a change in the nature or scope of the business of Tranglo.

addition, in the event Tranglo sells additional securities, Ripple Labs Singapore Pte.

Ltd has the right to participate in such sale

in an amount chosen by Ripple Labs Singapore Pte.

There is a mutual right of first refusal on the sale of shares by either Ripple

Labs Singapore Pte.

Ltd or Seamless.

In addition, in the event that Seamless elects to sell shares, and Ripple Labs Singapore Pte.

has not exercised its right of first refusal to acquire such shares, Ripple Labs Singapore Pte.

Ltd has the ability to participate in

is the right of first refusal clause in the shareholder agreement between Seamless and Ripple Labs Singapore Pte.

In case Seamless

decides to sell its stake in Tranglo, Ripple Labs Singapore Pte.

Ltd has the right to acquire the Tranglo shares from Seamless and could

acquire a majority stake in Tranglo as a result.

However, Seamless has no intention to dispose of its shares in Tranglo.

Singapore Pte.

Ltd does not otherwise have the right to increase its stake in Tranglo as a result of this right of first refusal or any

other provision of the Shareholders’ Agreement.

Seamless, however, has no intention or plan to sell its stake in Tranglo that would

allow Ripple Labs Singapore Pte.

Ltd, acquire the majority stake in Tranglo.

Also, in case Ripple Labs Singapore Pte.

Ltd desires to

acquire the controlling stake in Tranglo, the acquisition itself will trigger the “change in majority controller” rule of

all 4 central banks which granted Tranglo the remittance licenses for Tranglo to conduct its remittance business.

Ripple Labs Singapore

Ltd needs to obtain the approvals of 4 central banks, namely the Malaysian Central Bank BNM, the Monetary Authority of Singapore

MAS, the central bank of UK and the central bank of Indonesia, before contemplating on acquiring the majority controlling stake of Tranglo.

to the Shareholders’ Agreement, Ripple Labs Singapore Pte.

Ltd is entitled to appoint two members of the Tranglo board.

2, 2023, one of the directors (the Investor Director) appointed by Ripple Labs Singapore Pte.

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 Pte.

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

Labs Singapore Pte.

Ltd.’s interests may not be the same as, or may conflict with, the interests of us or our stockholders.

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 disagreement 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, which should minimize the impact of such disagreement on Tranglo’s business.

the event of a deadlock between the parties, the matter will be referred to arbitration under the arbitration rules of the Singapore

International Arbitration Center.

through its subsidiaries, entered into employment agreements with certain of its executive officers.

See “ Executive Officer

and Director Compensation-Executive Employment Agreements .” New employment agreements, with an annual salary of approximately

$300,000, are expected to be entered into between Currenc and Mr.

Kong, as Chairman, and Mr.

Hui, as Chief Executive Officer.

Articles contain provisions that limit the personal liability of Currenc’s directors and officers to Currenc for loss or damages

incurred by Currenc as a result of the carrying out of their functions, unless that liability arises through the actual fraud or willful

default of such person.

See “ Executive Officer and Director Compensation-Limitation on Liability and Indemnification Matters .”

Incentive Plan

“ Executive Officer and Director Compensation-Outstanding Equity Awards .”

Rights Agreement

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

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

Shares issued to them in connection with the Business Combination.

The Holders are entitled “piggy-back” registration rights

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

and customary conditions.

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

Person Transactions Policy Following the Business Combination

is anticipated that the Board will adopt a written Related Person Transactions Policy that sets forth Currenc’s policies and procedures

regarding the identification, review, consideration and oversight of “related person transactions.” For purposes of Currenc’s

policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions,

arrangements or relationships) in which Currenc or any of its subsidiaries are participants involving an amount that exceeds $120,000,

in which any “related person” has a material interest.

involving compensation for services provided to Currenc as an employee, consultant or director will not be considered related person

transactions under this policy.

A related person is any executive officer, director, nominee to become a director or a holder of more

than 5% of any class of Currenc’s voting securities, including any of their immediate family members and affiliates, including

entities owned or controlled by such persons.

the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of Currenc’s

voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person

transaction to the audit committee (or, where review by the audit committee would be inappropriate, to another independent body of the

Board) for review.

To identify related person transactions in advance, Currenc will rely on information supplied by its executive officers,

directors and certain significant shareholders.

In considering related person transactions, the audit committee will take into account

the relevant available facts and circumstances, which may include, but are not limited to:

risks, costs, and benefits to Currenc;

impact on a director’s independence in the event the related person is a director, immediate family member of a director or

an entity with which a director is affiliated;

terms of the transaction;

availability of other sources for comparable services or products;

terms available to or from, as the case may be, unrelated third parties.

audit committee will approve only those transactions that it determines are fair to the company and in Currenc’s best interests.

All of the transactions described above were entered into prior to the adoption of such policy.

information contained under the heading “Director Independence” in Part III, Item 10.

“ Directors, Executive Officers

and Corporate Governance ” is incorporated by reference herein.

Principal Accountant Fees and Services

firm of Marcum LLP, or Marcum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to

Marcum for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements

and services that are normally provided by Marcum in connection with regulatory filings.

For the years ended December 31, 2023 and

2022, fees for our independent registered public accounting firm were $110,000 and $75,000 for the services Marcum performed in

connection with the audit of our December 31, 2023 consolidated financial statements included in this report, respectively.

following is a summary of fees paid or to be paid to MRI Moores Rowland LLP, for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and

services that are normally provided by MRI Moores Rowland LLP in connection with regulatory filings.

The aggregate fees billed by MRI

Moores Rowland LLP for professional services rendered for the audit of our annual financial statements, and other required filings with

the SEC for the years ended December 31, 2024 and 2023, totaled $532,000 and $457,000, respectively.

The above amounts include interim procedures

and audit fees, as well as attendance at audit committee meetings.

Audit-Related

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of

the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services

that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

For the years

ended December 31, 2023 and 2022, our independent registered public accounting firm incurred fees of $57,235 and $35,500 of audit related

services in conjunction with the registration statements filed during the year, respectively.

We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2023.

We did not pay Marcum for other services for the year ended December 31, 2023.

audit committee was formed in connection with the effectiveness of our registration statement for our IPO.

As a result, the audit committee

did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were

approved by our Board.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve

all audit services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior

to the completion of the audit).

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest

services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

did not pay MRI Moores Rowland LLP for audit related fees for the years ended December 31, 2024 and 2023.

We did not pay MRI Moores Rowland LLP for tax planning and tax advice for the years ended December 31, 2024 and 2023.

We did not pay MRI Moores Rowland LLP other fees for the years ended December 31, 2024 and 2023.

Committee Pre-Approval Policy and Procedures

audit committee adopted its committee charter (the “ Audit Committee Charter ”) that sets forth the authority and procedures

pursuant to which the audit committee shall pre-approve (or, where permitted under SEC rules to subsequently approve) audit and non-audit

services proposed to be performed by the independent auditor.

Audit Committee Charter imposes a duty on the Audit Committee to pre-approve all auditing services performed for the Company by our independent

auditor, as well as all permitted non-audit services (including the fees and terms thereof) in order to ensure that the provision of

such services does not impair the auditor’s independence.

In determining whether or not to pre-approve services, the Audit Committee

considers whether the service is permissible under applicable SEC rules.

The Audit Committee may, in its discretion, delegate one or

more of its members the authority to pre-approve any services to be performed by our independent auditor, provided such pre-approval

is presented to the full Audit Committee at its next scheduled meeting.

services rendered by MRI Moores Rowland LLP from the Closing of the Business Combination until December 31, 2024 were pre-approved in

accordance with the policies set forth above.

Exhibits and Financial Statement Schedules

following documents are filed as part of this report or incorporated herein by reference:

Statements Schedule

following documents are included as exhibits to this Annual Report:

Business Combination Agreement, dated as of August 3, 2022, by and among INFINT, Merger Sub and Seamless.

following documents are included on pages F-1 through F-17 attached hereto and are filed as part of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2024 and December 31, 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

Consolidated Statement of Changes in Shareholders’ Equity for the Years Ended December 31, 2024 and 2023

Consolidated Statement of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to the Consolidated Financial Statements

Financial Statement Schedules.

financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in

the financial statements or the notes thereto.

following is a list of exhibits filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.

Exhibits which

are incorporated herein by reference can be obtained on the SEC website at www.sec.gov.

Business Combination Agreement, dated as of August 3, 2022, by and among INFINT Acquisition Corporation, FINTECH Merger Sub Corp.

and Seamless Group Inc.

(included as Annex A to the proxy statement/prospectus)

Amendment No.

1 to the Business Combination Agreement, dated as of October 20, 2022, by and among INFINT, Merger Sub and Seamless.

1 to the Business Combination Agreement, dated as of October 20, 2022, by and among INFINT, Merger Sub and Seamless (included as Annex A to the proxy statement/prospectus)

Amendment No.

2 to the Business Combination Agreement, dated as of November 29, 2022, by and among INFINT, Merger Sub and Seamless.

2 to the Business Combination Agreement, dated as of November 29, 2022, by and among INFINT, Merger Sub and Seamless (included as Annex A to the proxy statement/prospectus)

Amendment No.

3 to the Business Combination Agreement, dated as of February 20, 2023, by and among INFINT, Merger Sub and Seamless.

Second Amended and Restated Memorandum and Articles of Association, dated February 14, 2023

Third Amended and Restated Memorandum and Articles of Association, dated August 18, 2023

Fourth Amended and Restated Memorandum and Articles of Association, dated February 16, 2024

Specimen Unit Certificate.

Specimen Class A Ordinary Share Certificate.

Specimen Warrant Certificate.

Warrant Agreement, dated November 23, 2021, between the Company and Continental Stock Transfer & Trust Company.

Description of Securities of the Registrant.

Promissory Note between InFinT Capital LLC, the Representative and InFinT Acquisition Corporation

Amended and Restated Founder Share Subscription Agreement, dated November 23, 2021, between InFinT Capital LLC and the Registrant

Letter Agreement, dated November 23, 2021, among the Company, InFinT Capital LLC and the other signatories made a party thereto.

Investment Management Trust Agreement, dated November 23, 2021, 2021, between the Company and Continental Stock Transfer & Trust Company.

Registration Rights Agreement, dated November 23, 2021, among the Company and the other signatories made a party thereto .

Private Placement Warrants Purchase Agreement, dated November 23, 2021, between the Company and InFinT Capital LLC.

Transfer Agreement, dated November 23, 2021 among the Company, InFinT Capital LLC and EF Hutton, division of Benchmark Investments, LLC

Transfer Agreement, dated November 23, 2021 among the Company, InFinT Capital LLC and JonesTrading Institutional Services LLC

Administrative Support Agreement between the Company and InFinT Capital LLC.

Underwriting Agreement, dated November 18, 2021, between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters set forth on Schedule I thereto.

Shareholder Support Agreement, dated as of August 3, 2022, by and among INFINT and certain shareholders of Seamless.

Sponsor Support Agreement, dated as of August 3, 2022, by and among INFINT, Sponsor and Seamless.

Form of Registration Rights Agreement

Form of Lock-Up Agreement

Promissory Note, dated May 1, 2023, issued by INFINT Acquisition Corporation to InFinT Capital LLC

Amended and Restated Promissory Note, dated September 13, 2023, issued by INFINT Acquisition Corporation to InFinT Capital LLC

3 to the Business Combination Agreement, dated as of February 20, 2023, by and among INFINT, Merger Sub and Seamless (included as Annex A to the proxy statement/prospectus)

Second Amended and Restated Memorandum and Articles of Association of INFINT Acquisition Corporation, dated February 14, 2023 (incorporated herein by reference to Exhibit 3.1 to Form 8-K (File No.

001-41079) as filed with the SEC on February 15, 2023)

Third Amended and Restated Memorandum and Articles of Association of INFINT Acquisition Corporation, dated August 18, 2023 (incorporated herein by reference to Exhibit 3.1 to Form 8-K (File No.

001-41079) as filed with the SEC on August 22, 2023)

Fourth Amended and Restated Memorandum and Articles of Association of INFINT Acquisition Corporation, dated February 16, 2024 (incorporated herein by reference to Exhibit 3.1 to Form 8-K (File No.

001-41079) as filed with the SEC on February 20, 2024)

Fifth Amended and Restated Memorandum and Articles of Association of Currenc Group Inc.

(incorporated herein by reference to Exhibit 3.1 to Form 8-K (File No.

001-41079) as filed with the SEC on September 6, 2024)

Specimen Class A Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 to Form S-1/A (File No.

333-256310) as filed with the SEC on November 10, 2021)

Specimen Ordinary Share Certificate (incorporated herein by reference to Exhibit 3.2 to Form 8-K (File No.

001-41079) as filed with the SEC on September 6, 2024)

Warrant Agreement, dated November 23, 2021, between INFINT Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 to Form 8-K (File No.

001-41079) as filed with the SEC on December 1, 2021)

Registration Rights Agreement, dated November 23, 2021, among INFINT Acquisition Corporation and certain security holders named therein (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No.

001-41079) as filed with the SEC on December 1, 2021)

Letter Agreement, dated November 23, 2021, among INFINT Acquisition Corporation, INFINT Capital LLC certain security holders named therein (incorporated herein by reference to Exhibit 10.7 to Form 8-K (File No.

001-41079) as filed with the SEC on December 1, 2021)

Investment Management Trust Agreement, dated November 23, 2021, between INFINT Acquisition Corporation and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No.

001-41079) as filed with the SEC on December 1, 2021)

Currenc Group Inc.

2024 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No.

001-41079) as filed with the SEC on September 6, 2024)

Form of Lock-up Agreement (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No.

001-41079) as filed with the SEC on September 6, 2024)

Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.3 to Form 8-K (File No.

001-41079) as filed with the SEC on September 6, 2024)

Shareholder Support Agreement, dated as of August 3, 2022, by and among INFINT and certain shareholders of Seamless (included as Annex G to the proxy statement/prospectus)

Sponsor Support Agreement, dated as of August 3, 2022, by and among INFINT, Sponsor and Seamless (included as Annex H to the proxy statement/prospectus)

Option Deed for the Grant of Option, dated as of June 2, 2022, by and between Seamless Group Inc.

and Noble Tack International Limited

Amended and Restated Convertible Bond Instrument, dated September 14, 2021, and related Amendment Agreement, dated September 14, 2021, by and among Seamless Group Inc., Regal Planet Limited and Chelsea Vanguard Fund

Amended Agreement, dated September 14, 2021, by and among Seamless Group Inc., Regal Planet Limited and Chelsea Vanguard Fund.

Second Amendment Agreement dated December 9, 2022 between Seamless Group Inc.

and Chelsea Vanguard Fund

Loan Agreement dated December 9, 2022 between Seamless Group Inc.

and Chelsea Vanguard Fund

Third Amended Agreement dated September 14, 2023, by and among Seamless Group Inc., Regal Planet Limited and Chelsea Vanguard Fund.

Second Amended and Restated Convertible Bond Instrument, dated September 13, 2023, by and among Seamless Group Inc., Regal Planet Limited and Chelsea Vanguard Fund.

Loan Agreement, dated August 26, 2022 by and between Seamless Group Inc.

and Regal Planet Limited

Loan Agreement, dated March 15, 2022, by and between Seamless Group Inc.

and Regal Planet Limited

Loan Agreement, dated December 28, 2021, by and between Seamless Group Inc.

and Alexander Kong King Ong

Loan Agreement, dated January 12, 2022, by and between Seamless Group Inc.

and Hui Ka Wah Ronnie

Loan Agreement, dated December 20, 2021, by and between Seamless Group Inc.

and Wong Wing Chi

Pay-Out Support Provider Agreement:

Tranglo, dated March 10, 2021, by and between Ripple Services Inc.

and Tranglo Pte.

Pay-Out Support Provider Addendum, dated March 10 2021, by and between Ripple Services Inc.

and Tranglo Pte.

Addendum to Terms and Conditions of Independent Reserve, dated June 21, 2021, by and between Tranglo Pte.

and Independent Reserve SG Pte.

Memorandum of Agreement, dated May 12, 2021, by and between Betur, Inc.

and Tranglo Pte.

Coins.ph User Agreement, dated April 1, 2013

Independent Reserve Terms and Conditions

Cooperation Agreement between PT E2Pay Global Utama and PT WalletKu Indompet Indonesia Regarding Use of Electronic Money Products dated March 18, 2020

Addendum I of Use of Electronic Money Products Cooperation Agreement, dated December 1, 2022, by and between PT E2Pay Global Utama and PT WalletKu Indompet Indonesia.

Promissory Note, dated May 1, 2023, issued by INFINT Acquisition Corporation to InFinT Capital LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the SEC on May 4, 2023)

Deed of Guarantee, dated May 25, 2023, by and among Regal Planet Limited, Seamless Group Inc., Alexander King Kong Ong and Ripple Labs Singapore Pte.

Shareholders’ Agreement relating to Tranglo Sdn Bhd, dated March 19,2021, by and among Tranglo Sdn Bhd, Ripple Labs Singapore Pte.

Ltd, and TNG Fintech Group Inc.

(predecessor to Seamless Group Inc.)

Amendment No.

1 to Shareholders’ Agreement, dated April 13, 2023, by and between among Tranglo Sdn Bhd, Ripple Labs Singapore Pte.

Ltd, and Seamless Group Inc.

Deed of Guarantee, dated September 16, 2022, by and among Regal Planet Limited, Seamless Group Inc., Alexander Kong King Ong and Ripple Labs Singapore Pte.

Master XRP Commitment to Sell Agreement, dated September 12, 2022, by and among Ripple Labs Singapore Pte.

and GEA Limited.

Side Letter to the Shareholders’ Agreement relating to Tranglo Sdn Bhd, dated November 29, 2021, by and among Tranglo Sdn Bhd, Ripple Labs Singapore Pte.

Ltd, and TNG Fintech Group Inc.

(predecessor to Seamless Group Inc.)

Secondment Agreement, dated November 29, 2021, by and among Ripple Labs Singapore Pte.

Ltd., Tranglo Sdn Bhd and Tranglo Pte Ltd.

Master XRP Commitment to Sell Agreement, dated March 10, 2022, by and among Ripple Labs Singapore Pte.

and Tranglo Pte.

Amendment to Master XRP Commitment to Sell Agreement, dated April 15, 2022, by and among Ripple Labs Singapore Pte.

and Tranglo Pte.

Amendment No.2 to Master XRP Commitment to Sell Agreement, dated May 24, 2022, by and among Ripple Labs Singapore Pte.

and Tranglo Pte.

Amendment No.3 to Master XRP Commitment to Sell Agreement, dated September 12, 2022, by and among Ripple Labs Singapore Pte.

and Tranglo Pte.

Amendment No.4 to Master XRP Commitment to Sell Agreement, dated December 31, 2023, by and among Ripple Labs Singapore Pte.

and Tranglo Pte.

Side Letter to the Shareholders’ Agreement relating to the first shareholders’ meeting, dated December 15, 2021, by and among Tranglo Sdn Bhd, Ripple Labs Singapore Pte.

Ltd, and TNG Fintech Group Inc.

(predecessor to Seamless Group Inc.)

Side Letter to the Secondment Agreement, dated June 27, 2023 by and among Ripple Labs Singapore Pte.

Ltd., Tranglo Sdn Bhd and Tranglo Pte Ltd.

Side Letter to the Shareholders’ Agreement, dated November 7, 2023, by and among Tranglo Sdn Bhd, Ripple Markets APAC Pte Ltd.

(successor to Ripple Labs Singapore Pte.

Ltd) and Seamless Group Inc.

(successor to TNG Fintech Group Inc.)

Amended and Restated Promissory Note, dated September 13, 2023, issued by INFINT Acquisition Corporation to InFinT Capital LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the SEC on September 15, 2023)

Promissory Note, dated March 6, 2024, issued by INFINT Acquisition Corporation to Seamless Group Inc.

Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Clawback policy

XBRL Instance Document*

XBRL Taxonomy Extension Schema

XBRL Taxonomy Calculation Linkbase

XBRL Taxonomy Label Document

XBRL Definition Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

Furnished herewith.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 1, 2021.

Incorporated by reference to an exhibit to the Registrant’s Amendment

1 to Form S-1 (File No.

333-256310), filed with the SEC on July 14, 2021, as amended.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 9, 2022.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 26, 2022.

Incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2022.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 15, 2023.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 23, 2023.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on May 4, 2023

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on September 15, 2023

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on August 22, 2023

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on February 20, 2024

(12) Incorporated by reference

to an exhibit to the Registrant’s Amendment No.

3 to Form S-1 (File No.

333-256310), filed with the SEC on October 20, 2021, as

(13) Incorporated by reference to an exhibit to

the Registrant’s Current Report on Form 8-K filed with the SEC on March 15, 2024

(14) Incorporated by reference to an exhibit to the Registrant’s

Annual Report on Form 10-K, filed with the SEC on March 22, 2023.

(incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the SEC on March 15, 2024)

Side Letter Regarding Termination of the Second Agreement, dated January 1, 2024, by and among Ripple Labs Singapore Pte.

Ltd., Tranglo Sdn Bhd and Tranglo Pte Ltd

Bitstamp Global Ltd Terms and Conditions

Philippine Digital Asset Exchange Terms and Conditions

Consent Letter, dated as of May 22, 2024, by and between Seamless Group Inc.

and Noble Tack International Limited

Convertible Note Purchase Agreement, dated August 30, 2024, by and between Currenc Group Inc., Seamless Group Inc, and Pine Mountain Holdings Limited.

(incorporated herein by reference to Exhibit 10.5 to Form 8-K (File No.

001-41079) as filed with the SEC on September 6, 2024)

Form of Note (incorporated herein by reference to Exhibit 10.6 to Form 8-K (File No.

001-41079) as filed with the SEC on September 6, 2024)

Form of Warrant Agreement dated August 30, 2024, by and between Currenc Group Inc., Seamless Group Inc, and Pine Mountain Holdings Limited.

(incorporated herein by reference to Exhibit 10.7 to Form 8-K (File No.

001-41079) as filed with the SEC on September 6, 2024)

Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp.

and EF Hutton LLC (incorporated herein by reference to Exhibit 10.8 to Form 8-K (File No.

001-41079) as filed with the SEC on September 6, 2024)

Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp.

and Greenberg Traurig LLP (incorporated herein by reference to Exhibit 10.9 to Form 8-K (File No.

001-41079) as filed with the SEC on September 6, 2024)

Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp.

and INFINT Capital LLC (incorporated herein by reference to Exhibit 10.10 to Form 8-K (File No.

001-41079) as filed with the SEC on September 6, 2024)

List of Subsidiaries of Currenc Group Inc.

(incorporated herein by reference to Exhibit 21.1 to Form 8-K (File No.

001-41079) as filed with the SEC on September 6, 2024)

ELOC Purchase Agreement between us and Arena, dated February 10, 2025 (incorporated herein by reference to Exhibit 10.48 to Form S-1 (File No.

333- 284957) as filed with the SEC on February 14, 2025)

Insider Trading Policy

Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer, pursuant to 18 U.S.C.

Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

following Currenc Group Inc.

financial information for the Year Ended December 31, 2024, formatted in Inline XBRL:

(i) Consolidated

Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Equity and Temporary Equity, (iv) Consolidated

Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

a management or compensatory plan.

to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K.

The Registrant hereby agrees to furnish a copy

of any omitted schedules to the SEC upon request.

FORM 10-K SUMMARY

ACQUISITION CORP

THE YEAR ENDED DECEMBER 31, 2023

TO FINANCIAL STATEMENTS .

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2023 and December 31, 2022

Statements of Operations for the years ended December 31, 2023 and 2022

Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022

Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

Acquisition Corporation

on the Financial Statements

have audited the accompanying balance sheets of InfinT Acquisition Corporation (the “Company”) as of December 31, 2023 and

2022, the related statements of operations, stockholders’ deficit and cash flows for the years then ended, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its

cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted

in the United States of America.

Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern.

As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition

Corporation that was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing

all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination

with one or more businesses or entities on or before November 23, 2024.

The Company entered into a business combination agreement with

a business combination target on August 3, 2022;

however, the completion of this transaction is subject to the approval of the Company’s

stockholders among other conditions.

There is no assurance that the Company will obtain the necessary approvals, satisfy the required

closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to November 23, 2024,

The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period

of time after November 23, 2024 , in the event that it is unable to complete a business combination by that date.

These matters

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with regard to these

matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary should the Company

be unable to continue as a going concern.

financial statements are the responsibility of the Company’s management.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

CURRENC GROUP INC.

Ronnie Ka Wah Hui

Chief Executive Officer

April 14, 2025

to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Ronnie Ka Wah Hui

Principal Executive Officer

April 14, 2025

Ronnie Ka Wah Hui

Principal Financial Officer

April 14, 2025

Ronnie Ka Wah Hui

/s/ Alexander

King Ong Kong

Director and Chair

April 14, 2025

Alexander King Ong Kong

April 14, 2025

Eric Weinstein

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm PCAOB ID:

Consolidated Balance Sheets as of December 31, 2024 and 2023

Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to the Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

TO THE SHAREHOLDERS AND BOARD

OF DIRECTORS OF CURRENC GROUP INC.

AND SUBSIDIARIES

Opinion on the consolidated Financial Statements

We have audited the accompanying

consolidated balance sheets of Currenc Group Inc.

and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related

consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for each of the years

in the two-year period ended December 31, 2024 and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,

2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainties

As disclosed in Note 2 to the consolidated financial

statements, as of December 31, 2024, the Company had cash balances of $63.8 million, a working capital deficit of $57.9 million and net

capital deficit of $41.8 million.

For the year ended December 31, 2024, the Company had a net loss of $38.8 million and net cash provided

by operating activities of $3.5 million.

Net cash used in investing activities was $0.6 million.

These conditions cast substantial doubt

about the Company’s ability to continue as a going concern.

Management’s evaluation of these conditions and management’s

plans to mitigate these conditions are also described in Note 2.

The financial statements do not include any adjustments that might result

from the outcome of these uncertainties.

Basis for Opinion

These consolidated financial

statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in

accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance

about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not

required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we

are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audits included performing

procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2021.

ACQUISITION CORPORATION

December 31, 2023

December 31, 2022

/S/ MRI Moores

We have served

as the Company’s auditor since 2024.

PCAOB ID No.:

April 14, 2025

MRI Moores Rowland LLP (T14LL1146H)

72 Anson Road #07-04 Anson House, Singapore 079911

Web www.mooresrowland.sg Tel + 65 6221 6116

Australia | China | Hong Kong | India | Indonesia

AND SUBSIDIARIES

BALANCE SHEETS

Current assets:

Prepaid expenses

Cash and cash equivalents

Short-term investments

Restricted cash

Accounts receivable, net

Prepayments to remittance agents

Escrow money receivable

Amounts due from related parties

Prepayments, receivables and other assets

Total current assets

Cash and marketable securities held in Trust Account

$ 209,298,900

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Non-current assets:

Investment in an equity security

Equipment, net

Right-of-use asset

Intangible assets, net

Deferred tax assets

Total non-current assets:

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accrued expenses

Accrued expenses – related party

Accrued expenses

Working capital loan- related party

Receivable factoring

Escrow money payable

Client money payable

Accounts payable, accruals and other payables

Amounts due to related parties

Convertible bonds

Lease liabilities

Total current liabilities

Deferred underwriter fee payable

Non-current liabilities:

Deferred tax liabilities

Employee benefit obligation

Lease liabilities

Other payables

Total non-current liabilities:

Total liabilities

Commitments and contingencies (Note 21)

Class A ordinary shares subject to possible redemption;

7,408,425 and 19,999,880 shares at redemption value, respectively

Mezzanine equity

Shareholders’ deficit:

Preferred shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued and outstanding (excluding the 7,408,425 and 19,999,880 shares subject to redemption as of December 31, 2023 and December 31, 2022, respectively)

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

5,833,083 issued and outstanding

Ordinary shares

Ordinary shares (US$ 0.0001

555,000,000 shares

authorized 46,527,999 and 33,980,753

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

Additional paid-in capital

2 unchanged sentences

( 92,075,379 )

Total Shareholders’ Deficit

Accumulated other comprehensive income

Total shareholders’ deficit attributable to Seamless Group

( 65,987,533 )

( 62,756,610 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

Non-controlling interests

Total deficit

( 41,756,058 )

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

OF OPERATIONS

the Years Ended

Formation and operating costs

Administrative expenses from related party

Loss from operation costs

( 39,143,247 )

Total liabilities and shareholders’

(1) Retrospectively

restated to reflect Reverse Recapitalization – See Note 1 and Note 2.

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

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Years ended December 31,

Cost of revenue

( 31,843,467 )

Other income:

Interest earned on marketable securities held in Trust Account

Net Income (Loss)

( 35,899,057 )

Weighted average shares outstanding of Class A ordinary share subject to redemption

Basic and diluted net income (loss) per ordinary share subject to redemption

Weighted average shares outstanding of Class B non-redeemable ordinary share

Basic and diluted net income (loss) per ordinary share not subject to redemption

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

OF CHANGES IN SHAREHOLDERS’ DEFICIT

Selling expenses

General and administrative expenses

( 41,954,296 )

( 23,976,209 )

Loss from operations

( 27,375,759 )

( 6,645,785 )

Finance costs, net

( 8,515,214 )

( 8,002,552 )

Other income/(loss)

( 2,193,865 )

Other expenses

Loss before income tax

( 38,248,459 )

( 13,894,305 )

Income tax expense

( 38,826,762 )

( 14,417,786 )

Net income attributable to non-controlling

Net loss attributable to Seamless Group

( 39,475,321 )

( 15,306,550 )

Loss per share, basic and diluted

Shares used in loss per share computation,

basic and diluted

Other comprehensive income (loss):

Foreign currency translation adjustments

Total comprehensive loss

( 39,036,293 )

( 14,407,178 )

Total comprehensive income attributable to

non-controlling interests

Total comprehensive loss attributable to

Seamless Group Inc.

( 39,686,273 )

( 15,278,792 )

(1) Retrospectively

restated to reflect Reverse Recapitalization – See Note 1 and Note 2.

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

AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Ordinary Shares

Shareholders’

Balance – January 1, 2023

Number of Shares

Common Shares

Accumulated Deficit

Foreign currency translation adjustments

Remeasurement of post-employee benefits

Total Shareholders’ Deficit

Non-controlling Interests

Total Deficit

Accumulated Other Comprehensive Loss

Number of Shares

Common Shares

Accumulated Deficit

Foreign currency translation adjustments

Remeasurement of post-employee benefits

Total Shareholders’ Deficit

Non-controlling Interests

Total Deficit

Balance at January 1, 2023

( 76,768,829 )

( 47,477,128 )

Accretion of Class A ordinary shares to redemption value

( 24,735,379 )

Retroactive application of the recapitalization

( 24,049,247 )

Balance at January 1, 2023 (as adjusted)

( 76,768,829 )

Contribution for extension

Balance – December 31, 2023

( 47,477,128 )

( 24,735,379 )

Ordinary Shares

Shareholders’

Balance – January 1, 2022

( 15,306,550 )

1 unchanged sentence

( 14,417,786 )

Remeasurement for the year

Foreign currency translation adjustments

Balance at December 31, 2023

( 92,075,379 )

Accretion of Class A ordinary shares to redemption value

( 62,756,610 )

( 39,143,247 )

Retroactive application of the recapitalization

( 24,049,247 )

Contribution for extension

Balance at January 1, 2024 (as adjusted)

( 92,075,379 )

( 62,756,610 )

Net income (loss)

( 39,143,247 )

( 92,075,379 )

Balance – December 31, 2022

( 62,756,610 )

2 unchanged sentences

( 39,475,321 )

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

ACQUISITION CORPORATION

OF CASH FLOWS

the Years Ended

( 38,826,762 )

Foreign currency translation adjustments

Disposal of subsidiaries

Share-based compensation

Issuance of share capital (before Business Combination)

Business Combination and PIPE Financing

( 6,807,889 )

( 6,807,236 )

Acquisition of subsidiaries

Remeasurement for the year

Balance at December 31, 2024

( 131,522,902 )

( 65,987,533 )

( 41,756,058 )

( 131,522,902 )

( 65,987,533 )

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

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

Years ended December 31,

Cash flows from operating activities:

Net income (loss)

( 38,826,762 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on securities held in Trust Account

( 14,417,786 )

Adjustments to reconcile net loss to net cash provided by operating

Non-cash expense for share-based compensation

Non-cash expense for share issued for service providers

Non-cash offering costs for convertible note

Non-cash finance cost for debt conversion

Amortization of discount on convertible bonds

Depreciation of equipment

Depreciation of right-of-use assets

Amortization of intangible assets

Reversal of provision for doubtful debts

Impairment loss on receivables

Gain on disposal of subsidiaries

( 21,738,102 )

Goodwill impairment

Deferred income taxes

Gain on disposal of fixed assets

Unrealized foreign exchange loss/(gain)

Changes in operating assets and liabilities:

Prepaid insurance

Accrued expenses

Accrued expenses – related party

Net cash used in operating activities

Cash flows from investing activities:

Cash withdrawn from Trust Account in connection with redemption

Investment of cash in Trust Account

Accounts receivable

Prepayments to remittance agents

Amounts due to immediate holding company

Amounts due from related parties

( 5,348,525 )

Prepayments, receivables and other assets

Escrow money payable

Client money payable

( 1,593,194 )

Net cash provided by (used in) investing activities

Accounts payable, accruals and other payables

( 4,827,110 )

Amounts due to related parties

( 6,925,748 )

Lease liabilities

Net cash provided by/(used

in) operating activities

( 15,286,494 )

Cash flows from investing activities:

Purchases of property, plant and equipment

Proceed received from disposal of property, plant and equipment

Decrease in short-term investments

Cash acquired from business combination

Acquisition of a subsidiary

Net cash (used in)/provided

by investing activities

Cash flows from financing activities:

Redemption of Class A ordinary shares

Proceeds from borrowings

Repayment of borrowings

( 2,212,067 )

Contribution for extension

Proceeds from working capital loan- related party

Net cash (used in) provided by financing activities

Proceeds from receivable factoring

Repayment of receivable factoring

( 2,183,787 )

Net change in cash

Cash at beginning of period

Cash at end of period

Non-cash investing and financing activities:

Accretion of Class A ordinary shares to redemption value

accompanying notes are an integral part of these financial statements.

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 8, 2021.

Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing

all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination

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

Although the Company is not limited to a particular industry

or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in financial technology

sections, generally headquartered in North America, Asia, Latin America, Europe and Israel.

December 31, 2023, the Company had not yet commenced any operations.

All activity through December 31, 2023 relates to the Company’s

formation, the initial public offering (the “Initial Public Offering”) and the search for a target business with which to

consummate an initial business combination.

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

Business Combination, at the earliest.

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

equivalents from the proceeds derived from the Initial Public Offering.

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

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

stage and emerging growth companies.

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

The registration statement

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

On November 23, 2021, the Company consummated

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

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

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

Each Unit consists of one Class

A ordinary share of the Company and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one

Class A ordinary share.

The Company granted the underwriter a 45-day option to purchase up to an additional 2,608,680 Units at the Initial

Public Offering price to cover over-allotments, if any.

Simultaneous with the close of the Initial Public Offering, the over-allotment

option was exercised in full.

Simultaneously

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

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

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

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

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

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

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

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

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

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

Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any

open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph

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

(i) the completion of a Business

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

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

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

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the placement units, although

substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

NYSE rules provide

that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80%

of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned

and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to

be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company will be able

to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering, management has agreed that $ 10.15 per

Unit sold in the Initial Public Offering, including the proceeds of the sale of the Private Placement Warrants, will be held in the Trust

Account and invested in U.S.

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

a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions

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

(i) the consummation of a Business Combination

or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a

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

of a tender offer.

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

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

a Business Combination.

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

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

shares voted are voted in favor of the Business Combination.

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

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

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

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

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

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

$ 10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company

to pay its tax obligations).

The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced

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

There will be no redemption rights upon the completion

of a Business Combination with respect to the Company’s warrants or rights.

These ordinary shares will be recorded at a redemption

value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

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

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

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

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

accordance with the provisions of the Charter and the business combination agreement among the

Company, FINTECH Merger Sub Corp.(“Merger Sub”), and Seamless Group Inc., (“Seamless”), as amended (the “Business

Combination Agreement”), Seamless deposited additional funds in the amount of $ 2,999,982

to the Company’s Trust Account on November 22, 2022 to automatically extend the date by which

the Company must consummate a business combination from November 23, 2022 to February 23, 2023.

Business Combination

August 3, 2022, INFINT Acquisition Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands

(“INFINT”), entered into the Business Combination Agreement with Merger Sub and Seamless (as amended on October 20, 2022,

November 29, 2022 and February 20, 2023 and may be further amended, the “Business Combination Agreement”).

The Business Combination

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

If the Business Combination Agreement is approved by INFINT’s

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

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

with Seamless surviving the Merger as a wholly owned subsidiary of INFINT (Seamless, as the surviving entity of the Merger, is referred

to herein as “New Seamless” and such transactions are referred to collectively as the “Proposed Transactions”).

the Business Combination Agreement, holders of Seamless’ shares (“Seamless Shareholders”) are expected to receive $ 400,000,000

(“Seamless Value”) in aggregate consideration

in the form of INFINT ordinary shares, par value $ 0.0001

per share (“New INFINT Ordinary Shares”),

equal to the quotient obtained by dividing (i) the Seamless Value by (ii) $ 10.00 .

accordance with the provisions of the Charter and the Business Combination Agreement, as amended, Seamless deposited additional funds

in the amount of $ 2,999,982 to the Company’s Trust Account on November 22, 2022 to automatically extend the date by which the Company

must consummate an initial business combination from November 23, 2022 to February 23, 2023.

February 13, 2023, the Company’s shareholders approved a special resolution (the “First Extension”) to amend the Charter

to extend the date that the Company has to consummate a business combination from February 23, 2023 to the to August 23, 2023, or such

earlier date as determined by the Company’s board of directors.

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

upon approval of the First Extension.

August 18, 2023, the Company’s shareholders approved a special resolution (the “Second Extension”) to amend the Charter

to extend the date that the Company has to consummate a business combination from August 23, 2023 to February 23, 2024, or such earlier

date as determined by the Company’s board of directors (such date, the “Second Extended Date”).

Under Cayman Islands

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

In accordance with the Business Combination Agreement,

as amended, additional funds in the amount of $ 290,000

were deposited by Seamless to the Trust Account

on February 21, 2023, and the required contributions continued to be deposited on or before the 23 rd day of each subsequent

calendar month into the Trust Account until the Second Extended Date.

In 2023, a total of $ 1,740,000

was deposited into the Trust Account as

such required contributions.

In connection with the votes to approve the Second Extension, the holders of 2,176,003

Class A ordinary shares of the Company properly

exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.94

per share, for an aggregate redemption amount

of approximately $ 23.8

million, leaving approximately $ 81.1

million in the Trust Account.

accordance with the approval of the Second Extension, additional funds in the amount of $ 160,000 were deposited into the Trust

Account on August 23, 2023, and the lesser of (x) $ 160,000 and (y) $ 0.04 per public share multiplied by the number of public shares outstanding

on such applicable date (each date on which a Contribution is to be deposited into the trust account, a “Contribution Date”)

was deposited into the Company’s Trust Account (a “Contribution”) on the 23rd day of each subsequent calendar month

until the Extended Date.

As of December 31, 2023, a total of $ 800,000 was deposited into the Trust Account as such required Contributions.

February 16, 2024, the Company’s shareholders approved an amendment to the Charter to extend the date by which it has to

consummate a Business Combination (the “Third Extension”) from February 23, 2024 to November 23, 2024, or such earlier

date as determined by the Board (the “Third Extended Date”).

Accordingly, the Company has until the Third Extended Date to

consummate its initial business combination.

In connection with the votes to approve the Third Extension, the holders of 2,661,404

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

( 2,447,748 )

Proceeds from convertible bonds

Net cash provided by/(used

in) financing activities

( 1,197,648 )

Net increase/(decrease) in cash and cash equivalents

( 15,039,319 )

Cash and cash equivalents, restricted cash

and escrow money receivable at beginning of year

Cash and cash equivalents,

restricted cash and escrow money receivable at end of year

Supplemental disclosure of cash flow information:

Income taxes received/(paid)

Interest paid

( 1,073,407 )

( 1,819,174 )

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

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 Organization and business

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

It is an investment

holding company headquartered in Singapore.

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

formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially

all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or

more businesses or entities.

Public Offering

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

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

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

with the closing of the Initial Public Offering.

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

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

Private Warrants, at $ 1.00 per Private Warrant.

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

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

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

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

The Underwriters received a cash

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

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

INFINT Class B ordinary shares to JonesTrading).

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

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

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

The deferred fee was partially paid in cash from the amounts

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

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

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

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

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

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

Combination”) of INFINT with Seamless.

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

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

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

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

Consideration”).

In addition, Currenc issued 400,000 commitment shares to the private investment in public equity (“PIPE”) investor (as described below) and an aggregate

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

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

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

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

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

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

Company’s principal subsidiaries at December 31, 2024 are set out below:

of principal subsidiaries

of ownership held by the Company

of incorporation

Investment Holdings Limited

business center services

Dynamic (Asia) Holdings Limited

Cayman Islands

Investment holding

Seamless AI Inc.

Investment holding

Seamless Lab Limited

Development of AI call center and system integr ation

Provision of international airtime reload, international money transfer services, its related implementation, technical

and maintenance services

Tranglo Indonesia

money remittance business

Tranglo Solusindo

and sourcing airtime and other related services

(MEA) Limited

and sourcing airtime and other related services

money remittance business

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

to the application

Indonesia Holdings Limited

Indonesia Pte.

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

Dynamic Wallet Indonesia

operations have not commenced

Walletku Indompet Indonesia

Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms

for commercial purposes, and (iii) software publisher

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

2 Summary of significant accounting policies

(a) Basis of presentation and principles of consolidation

accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United

States of America (“GAAP”) and include the accounts of Currenc Group Inc.

and its majority-owned subsidiaries.

Non-controlling

interest is recorded in the consolidated financial statements to recognize the minority ownership interest in the consolidated subsidiaries.

Non-controlling interest in the profits and losses represent the share of net income or loss allocated to the minority interest holders

of the consolidated subsidiaries.

All intercompany transactions and balances have been eliminated in these consolidated financial statements.

(b) Retroactive Application of Reverse Recapitalization

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

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

Recapitalization”).

Accordingly, the audited condensed consolidated financial statements of the Company represent a continuation

of the financial statements of Seamless, with the Business Combination being treated as the equivalent of Seamless issuing stock for

the net assets of INFINT, accompanied by a recapitalization.

The net liabilities of INFINT were stated at historical cost, with no goodwill

or other intangible assets recorded, and were consolidated with Seamless’ financial statements on the Closing Date.

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

was established in accordance with the Business Combination Agreement, after adjusting for the share repurchase disclosed in Note 3 (the

“Exchange Ratio”).

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

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

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

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

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

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

ended December 31, 2024 and 2023.

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

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

information).

Application of Reverse Recapitalization to the Condensed Consolidated Balance Sheets

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

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

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

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

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of significant accounting policies

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

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

of December 31, 2024, the Company had cash balances of $ 63.8

million, a working capital deficit of $ 57.9

million and net capital deficit $ 41.8

For the year ended December 31, 2024, the Company

had a net loss of $ 38.8 million and

net cash provided by operating activities of $ 3.5

Net cash used in investing activities was $ 0.6

These conditions cast substantial doubt about the Company’s ability to continue as a going concern.

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

assurance that it will be able to achieve these goals.

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

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

general and administrative expenses and growth strategy.

In addition, on February 10, 2025, the Company entered into the ELOC Purchase

Agreement with a third party.

Under the ELOC scheme, the company will have the capacity to issue additional shares and dispose in the

market for extra liquidity, up to $ 10,000,000 worth of ordinary shares.

(d) Use of estimates

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

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

liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the

reporting periods.

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

These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, valuation of convertible bonds,

income tax, valuation of ESOS and estimates related to lease accounting involving discount rates used in lease calculations (if

estimate using incremental borrowing rate) and Lease term assumptions considering exercise of renewal or termination options.

Management bases its estimates on historical experience and on various other

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

about the carrying values of assets and liabilities.

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

(e) Foreign currency

subsidiaries have designated the local currency of their respective countries as their functional currency.

Transactions denominated

in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates.

assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date.

Exchange gains and losses are included in the consolidated statements of operations and comprehensive loss.

Non-monetary items are not

subsequently re-measured.

Company uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results

and financial position, respectively, from the functional currency into the US dollar.

Translation differences are recorded in accumulated

other comprehensive loss, a component of shareholders’ equity.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of significant accounting policies (Continued)

(f) Cash and cash equivalents

and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use and with original

maturities of three months or less when purchased.

(g) Short-term investments

investments include fixed deposits with original maturities of greater than three months but less than one year.

(h) Restricted cash

cash includes the balance in the Company’s e-wallet mobile application held by the Company on behalf of the individual e-wallet

It is the Company’s policy to maintain approximately 110% of the amount deposited in case of immediate cash withdrawal by

e-wallet users.

also includes fixed deposits pledged to the banks as security for banking facilities granted to the Company.

(i) Accounts receivable

receivable represents the amounts that the Company has an unconditional right to receive.

The Company complies with Accounting Standards

Codification (“ASC”) 326, which employs an approach based on expected losses to estimate the allowance for doubtful accounts.

measure the expected credit losses, accounts receivable has been grouped based on shared credit risk characteristics and the days past

For certain large customers or customers with a high risk of default, the Company assesses the risk of loss of each customer individually

based on their financial information, past trends of payments and, where applicable, an external credit rating.

Also, the Company considers

any accounts receivable having financial difficulty or in default with significant balances outstanding for more than 60 days to be credit-impaired,

and assesses the risk of loss for each of these accounts individually.

The expected loss rates are based on the payment profiles of sales

over a period of 12 months from the measurement date and the corresponding historical credit losses experienced within this period.

historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability

of the customers to settle their debts.

Company has recorded a credit loss of US$ 484,303 and US$ 187,462 as of December 31, 2024 and 2023, respectively.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of significant accounting policies (Continued)

(j) Escrow money receivable

money receivable arises due to the time required to initiate collection from and clear transactions through external merchants.

money receivable represents the money collected by merchants when e-wallet users fund mobile payments through the Company’s e-wallet

mobile application, and there is a clearing period before the cash is received or settled, usually up to five business days.

money receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing

components, when they are recognized at fair value.

The Company holds the escrow money receivables with the object to collect the contractual

cash flows and therefore measures them subsequently at amortized cost using the effective interest method.

(k) Investment in an equity security

Company elected to record the equity investment in a privately held company using the measurement alternative at cost, less impairment,

with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of

the same issuer.

It is subject to periodic impairment reviews.

The Company’s impairment analysis considers both qualitative and

quantitative factors that may have a significant effect on the fair value of the equity security.

(l) Equipment, net

net is stated at historical cost less accumulated depreciation and accumulated impairment losses, if any.

Historical cost includes expenditures

that are directly attributable to the acquisitions of the fixed assets.

Subsequent costs are included in the asset’s carrying amount

or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will

flow to the Company and the cost of the item can be measured reliably.

The carrying amount of any component accounted for as a separate

asset is derecognized when replaced.

All other repairs and maintenance are charged to the consolidated statements of operations and comprehensive

loss during the year in which they are incurred.

of equipment is calculated using the straight-line method with no residual values over their estimated useful lives, as follows:

of Depreciation of Equipment Estimated Useful lives

Office equipment

Furniture and fittings

Computer peripherals

Electrical installation

Motor vehicle

Air conditioners

Store equipment

assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of significant accounting policies (Continued)

(k) Equipment,

net (Continued)

asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated

recoverable amount.

and losses on disposals of equipment are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated

statements of operations and comprehensive loss.

(m) Intangible assets, net

assets primarily consist of acquired computer software, developed technologies and trade names and trademarks.

These intangible assets

are amortized over a period of 5 years, 7 years and 10 years on a straight-line basis, respectively.

represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired

in a business combination.

The Company performs goodwill impairment test on annual basis and more frequently upon the occurrence of certain

events as defined by ASC 350.

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

first assesses qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair

value of a reporting unit is less than its carrying amount.

Based on the qualitative assessment, if it is more likely than not that the

fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed.

Company estimates the fair value of the reporting unit using a discounted cash flow approach.

Significant management judgment and estimation

are involved in forecasting the amount and timing of expected future cash flows and the underlying assumptions used in the discounted

cash flow approach to determine the fair value of the reporting unit.

the year ended December 31, 2024, the Company performed the annual assessment, determined that the goodwill associated with the

Indonesian airtime and remittance business was impaired, and recorded impairment charges of $ 14.9 million.

(o) Impairment of long-lived assets other than goodwill

assets such as equipment and software with finite lives are evaluated for impairment whenever events or changes in circumstances indicate

that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Company had originally estimated.

When these events occur, the Company evaluates the impairment of the long-lived assets by comparing the carrying value of the assets

to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition.

If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment

loss based on the excess of the carrying value of the assets over the fair value of the assets.

Fair value is generally determined by

discounting the cash flows expected to be generated by the assets, when the market prices are not readily available.

the year 2024, the Company have performed an impairment assessment, determined that the Intangible assets of TNGA and GEA business were

impaired, and recorded impairment charges of $ 5.4 million.

Company did not record any impairment of long-lived assets during the years ended December 31 2023.

(p) Escrow Money Payable

money payable arises due to the time required to initiate collection from and clear transactions through external merchants.

payable represents the money paid by merchants when e-wallet users execute mobile payment through the Company’s e-wallet mobile application,

and there is a clearing period before the cash is received or settled, usually up to five business days.

(q) Client money payable

money payable relates to the Company’s e-wallet mobile application and is represented by the amounts due to e-wallet users held

by the Company.

Client money is maintained in the e-wallet until a transfer or withdrawal is requested by the e-wallet users.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of significant accounting policies (Continued)

(r) Convertible bond

The Company accounts for convertible

debt instruments in accordance with FASB ASU 2020-06, which eliminates the previous requirements to separately recognize an equity component

for certain convertible instruments.

All convertible debt instruments are accounted for as a single liability measured at amortized cost,

unless they meet the criteria for derivative accounting under ASC 815.

Under this guidance, there is no longer

a separation of liability and equity components, and therefore no allocation of proceeds to an equity component or recognition of a debt

discount related to conversion features.

Interest expense is recognized based on the contractual coupon rate, eliminating the additional

non-cash interest expense that previously resulted from amortizing a debt discount.

If a conversion of the bonds occurs at more favorable terms than the original

agreement, the Company assesses whether an inducement is present.

Any incremental fair value transferred in excess of the fair value of

the original securities or consideration issuable is recognized as a debt conversion expense.

(s) Fair value of financial instruments

820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements.

Under this accounting

guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer

a liability in an orderly transaction between market participants at the measurement date.

As such, fair value is a market-based measurement

that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

inputs such as quoted prices in active markets.

other than the quoted prices in active markets that are observable either directly or indirectly.

These include quoted prices for

similar assets and liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that

are not active.

inputs of which there is little or no market data, which require the Company to develop its own assumptions.

825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities

at fair value (fair value option).

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

unless a new election date occurs.

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

instrument should be reported in earnings at each subsequent reporting date.

The Company elected to apply the fair value option to

its PIPE Convertible Notes described in Note 14, Convertible bonds and notes .

These financial liabilities were initially measured

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

elected to present the fair value and the accrued interest component separately in the statements of operations.

Changes in fair value of debt presented in the “Other income”

or “Other expenses” line item under other income in the statements of operations.

Company estimates the fair value of its PIPE Convertible Notes using the Income Approach (Binomial Option Pricing Model).

The fair value

measurement incorporates both observable and unobservable inputs, classified as Level 3 within the fair value hierarchy.

PIPE Convertible Notes were initially recognized on August 31, 2024, upon issuance.

of August 31, 2024, and December 31, 2024, the key assumptions used in the valuation were as follows:

Schedule of Key Assumptions

Used in Valuation

Key Assumptions

August 31, 2024

December 31, 2024

Stock Price (USD)

Risk-Free Rate (%)

Volatility Rate (%)

Bond Yield (%)

fair value derived from the Binomial Option Pricing Model reflected changes in market conditions, including fluctuations in stock price,

volatility, and credit risk.

While the valuation as of December 31, 2024, incorporated updated assumptions, the resulting change in fair

value was determined to be negligible.

the immaterial impact of the valuation changes on the financial statements, management has determined that no adjustment is necessary

to the fair value of the PIPE Convertible Notes from the initial recognition date (August 31, 2024) through year-end (December 31, 2024).

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of significant accounting policies (Continued)

(t) Revenue recognition

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

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

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

The Company recognizes revenue when (or

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

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

of the asset.

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

be at a point in time or over time.

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

has not been billed as of the balance sheet date.

services revenue

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

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

Remittance services are further divided into Fiat

Currency Prefunded Remittance Service and XRP Prefunded Remittance Service.

Management has considered these two services to be two line

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

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

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

Currency Prefunded Remittance Service

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

to transfer money to a beneficiary in another country.

These Fiat Currency Prefunded Remittance Fees are fixed and specific for

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

Prior to delivering cash to the

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

beneficiary).

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

Prefunded Remittance Service

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

Note 21) with the XRP Prefunded Remittance Service.

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

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

is transferred to the customer’s beneficiary.

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

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

The Company charges their customers

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

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

warranties or other similar obligations.

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

after charging their c ustomers.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of significant accounting policies (Continued)

Walletku Modern Channel

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

of the goods to customer.

The credit terms are typically 3-7 days.

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

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

(u) Cost of revenue

of revenues consist primarily of agency handling fees, top-up service fees paid to convenience stores, handling charges to banks and

credit card providers, amortization of the intangible assets of acquired computer software, developed technologies, cost of digital -

pulses, data packages, game vouchers, bill payment, SIM Cards (starter pack) and airtime balance.

(v) Advertising and Promotion Costs

and promotion costs are expensed when incurred and are included in general and administrative expenses.

The total amount of advertising

and promotion costs recognized were US$ 784,818 and US$ 618,661 for the years ended December 31, 2024 and 2023, respectively.

to ASC 842, Leases, lessees are required to record a right-of-use asset and lease liabilities for operating leases.

At the lease commencement

date, a lessee should measure and record the lease liability equal to the present value of scheduled lease payments discounted using

the rate implicit in the lease or the lessee’s incremental borrowing rate, and the right-of-use asset is calculated on the basis

of the initial measurement of the lease liability, plus any lease payments at or before the commencement date and direct costs, minus

any incentives received.

Over the lease term, a lessee must amortize the right-of-use asset and record interest expense on the lease

The recognition and classification of lease expenses depend on the classification of the lease as either operating or finance.

Company has elected the practical expedient of the short-term lease exemption for contracts with lease terms of 12 months or less.

(x) Employee benefit expenses

Company’s costs related to the staff retirement plans (see Note 16) are charged to the consolidated statements of operations and

comprehensive loss as incurred.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of significant accounting policies (Continued)

(y) Income tax

taxes are recorded in accordance with ASC 740, Income Taxes, which provides for deferred taxes using an asset and liability approach.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included

in the consolidated financial statements or its tax returns.

Deferred tax assets and liabilities are determined based on the difference

between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences

are expected to reverse.

Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not

that some or all of the deferred tax assets will not be realized in the foreseeable future.

uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely

than not be realized assuming examination by the taxing authority.

The determination as to whether the tax benefit will more likely than

not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances.

The accounting guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties

on income taxes, and accounting in interim periods.

Interest and penalties from tax assessments, if any, are included in income taxes

in the statements of operations and comprehensive loss.

The Company believes it does not have any uncertain tax positions through the

years ended December 31, 2024 and 2023, respectively, which would have a material impact on the Company’s consolidated financial

(z) Earnings per share

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

the period, without consideration of potentially dilutive securities.

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

dilutive securities outstanding for the period.

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

be anti-dilutive.

following tables provide the calculation of basic and diluted net loss per ordinary share for the year ended December 31, 2024, and December

of basic and diluted net loss per ordinary shares

Year ended December 31,

$ ( 39,475,321 )

$ ( 15,306,550 )

Weighted average ordinary shares outstanding

Basic and diluted net (loss) per share

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

The holders of these shares

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

The Company excluded the following potential ordinary shares,

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

of computation of diluted loss per share

December 31, 2024

December 31, 2023

Convertible bonds (treasury stock method)

Anti dilutive securities

(aa) Warrants

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

specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability

pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether

the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.

This assessment,

which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period

end date while the warrants are outstanding.

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

22, Shareholders’ Deficit , for additional information).

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of Significant Accounting Policies (Continued)

(bb) Segments

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

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

The Tranglo Sdn BHD and related subsidiaries

(“Tranglo”) and PT Walletku Indompet Indonesia (“Walletku”) are all considered operating segments.

been aggregated into two reportable segments, which are remittance services and sales of airtime, as described in Note 18.

Other services

are not assigned to a specific reportable segment as their results of operations are immaterial.

remittance segment is operated through Tranglo.

Tranglo operates the remittance hub covering Southeast Asia and globally, which in the

downstream segment of the remittance business.

Management operates, monitors and evaluates the whole remittance business so as to create

maximum value for the Company.

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

locally in Indonesian through WalletKu.

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

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

(cc) Share capital

Company has only one class of common shares authorized, issued and outstanding.

(dd) Related parties

are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are

controlled by, or are under common control with the Company.

Related parties also include principal owners of the Company, its management,

members of the immediate families of principal owners of the Company and its management and other parties with which the Company may

deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of

the transacting parties might be prevented from fully pursuing its own separate interests.

(ee) Concentrations of credit risk

Company is potentially subject to significant concentration of credit risk arising primarily from cash and cash equivalents, short-term

investments, restricted cash, escrow money receivable, deposits, other receivables and amounts due from related parties.

of December 31, 2024, a majority of the Company’s cash and cash equivalents and short-term investments were held at reputable financial

institutions with high-credit ratings.

In the event of bankruptcy of one of these financial institutions, the Company may not be able

to claim its cash and demand deposits back in full, as these deposits are not insured.

The Company continues to monitor the financial

strength of the financial institutions.

Company’s major concentration of credit risk relates to the amounts owing by four customers (2023:

four customers) which constituted

approximately 64.9 % (2023:

per share, for an aggregate redemption amount of approximately $ 30.26

million, leaving approximately $ 53.97

million in the Company’s Trust Account.

Accordingly, the Company now has until the Third Extended Date to consummate its initial business combination (the

“Combination Period”).

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

will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest income

to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public

shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s

board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman

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

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

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

each subsequent calendar month into the Trust Account until the Third Extended Date or the date

an initial business combination is completed.

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

53 %) of its accounts receivable as of December 31, 2024.

Company has not experienced any losses on its cash and cash equivalents, short-term investments, deposits, other receivables and amounts

due from related parties during the year ended December 31, 2024 and 2023 and believes its credit risk to be minimal.

Company does not require collateral or other security to support instruments subject to credit risk.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of Significant Accounting Policies (Continued)

(ff) Share-based compensation

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

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

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

Under the 2018 Equity Incentive

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

awarded to certain directors and employees.

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

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

All previous awarded RSUs and options

under the 2018 Incentive Plan were voided.

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

to employees of Seamless.

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

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

The Incentive shares will then be vested

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

of the Business Combination.

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

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

to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination

or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination by the Extended Date or (B)

with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity;

waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete

the initial Business Combination by the Extended Date although they will be entitled to liquidating distributions from the Trust Account

with respect to any public shares they hold if the Company fails to complete its initial business combination within the prescribed time

and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including

in open market and privately-negotiated transactions) in favor of the initial business combination.

Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products

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

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

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

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

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

In the event that an executed

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

third party claims.

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

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

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

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

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

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

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

In the event of such distribution, it is

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

per Unit ($ 10.15 ).

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

Concern, Liquidity and Capital Resources

of December 31, 2023, the Company had approximately $ 43,509 of cash in its operating account

and working capital deficit of approximately $ 4,516,047 .

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

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

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

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

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

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

of a Business Combination.

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

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

The Company will be using these funds for paying existing

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

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

and consummating the Business Combination.

However, the $ 43,509 in cash might not be sufficient to allow the Company to operate for

at least the next 12 months from the issuance of the financial statements.

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

The Company intends to

complete the proposed business combination before the mandatory liquidation date.

However, there can be no assurance that the

Company will be able to consummate any business combination by required liquidation date.

On February 16, 2024, the Company’s

shareholders approved the Third Extension to extend the date by which it has to consummate a Business Combination from February 23,

2024 to the Third Extended Date.

Accordingly, the Company has until the Third Extended Date to

consummate its initial business combination.

In connection with the votes to approve the Third Extension, the holders of 2,661,404

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

approximately $ 11.36 per share, for an aggregate redemption amount of approximately $ 30.26 million, leaving approximately $ 53.97

million in the Company’s Trust Account.

Management has determined that the mandatory liquidation, should a business

combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue

as a going concern for the next twelve months from the issuance of these financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of presentation

accompanying financial statements are presented in U.S.

Dollars and conformity with accounting principles generally accepted in the United

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

growth company

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

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

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

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

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

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

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

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

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

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

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

The Company has elected not to opt out of

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

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

adopt the new or revised standard.

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

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

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

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

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

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

reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

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

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

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

Accordingly, the actual results could differ

significantly from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents as of December 31, 2023 and 2022.

and Marketable Securities Held in Trust Account

of December 31, 2023 and 2022, the Company had $ 83,523,112 and $ 208,932,880 in cash and marketable securities held in the Trust Account.

Costs associated with the Initial Public Offering

Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin

Topic 5A, “ Expenses of Offering .” Offering costs of $ 582,540 consist principally of costs incurred in connection with

formation of the Company and preparation for the Initial Public Offering and fair value of representative shares of $ 268,617 .

together with the underwriter discount of $ 8,499,949 and fair value of the representation shares were charged to additional paid-in capital

upon completion of the Initial Public Offering.

A ordinary shares subject to possible redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480

“ Distinguishing Liabilities from Equity ”.

Ordinary shares subject to mandatory redemption are classified as a

liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that

feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain

events not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are

classified as shareholders’ equity.

The Company’s Class A ordinary shares feature certain redemption rights that are

considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at December 31, 2023 and 2022, the Class A ordinary shares subject to possible redemption in the amount of $ 83,523,112

and $ 208,932,880

are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets,

The trustee will distribute the vested shares based on vesting schedules.

Shares will be vested upon meeting

of the vesting conditions:

(i) immediately upon the vesting of Incentive shares at the time of completion of IPO or de-SPAC, (ii) on

the first anniversary date thereafter, (iii) on the second anniversary date thereafter.

of December 31, 2024, 1,954,086 vested shares have been distributed to the staff, while 2,010,238 vested shares remain in trust.

value of the outstanding unvested shares to employee are $ 14,587,799.62

Company estimates the fair value of awards using an Income Approach (Finnerty method).

The Company accounts forfeitures as they occur.

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

of fair value assumptions of awards

Volatility ( 39.84 % to 43.74 %)

Dividend Yield ( 0 %)

Time to Liquidity ( 0.92 years to 2.92 years)

Price ($ Nil )

price at grant date ($ 6.55 )

Average Fair Value of 1 Share ($ 5.73 )

fair value of the awards granted on July 29, 2022 is $ 29,376,811 , after accounting for the forfeiture of 685,453 shares as of December

the awards granted on August 21, 2024, the following assumptions were used in the model:

of Fair Assumption of Awards Granted

Volatility ( 26.65 % to 42.32 %)

Dividend Yield ( 0 %)

Time to Liquidity ( 0.03 years to 2.03 years)

Price ($ Nil )

price at grant date ($ 6.22 )

Average Fair Value of 1 Share ($ 5.75 )

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

The fair value of the awards granted

on August 30, 2024 is $ 2,695,334 .

compensation expense of $ 20,869,721 was recognized under General and administrative expenses for the year ended December 31, 2024.

are measured based on the fair value of awards developed from using an Income Approach (Finnerty method).

(gg) Other income and expenses

Company accounts for gain or loss from exchange differences in other income and expenses.

(hh) Business combination

Company accounts for business combinations using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business

Combinations”.

Acquisition method accounting requires that the consideration transferred be allocated to the assets, including

separately identifiable assets, and liabilities the Company acquired, based on their estimated fair values.

The consideration transferred

in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred,

and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date.

The costs directly attributable to the acquisition are expensed as incurred.

Identifiable assets, liabilities and contingent liabilities

acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling

The excess of (i) the total cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value

of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded

If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized

directly in the Statement of Operations and Comprehensive Loss.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of Significant Accounting Policies (Continued)

(ii) Prefunding to remittances partner

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

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

the balance with the partner.

allow our remittance partners to prefund their balance through cryptocurrencies.

These cryptocurrencies are mainly XRP.

Ripple provides

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

Under applicable accounting standards, we are an agent when facilitating

cryptocurrency transactions on behalf of our customers.

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

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

as cryptocurrency assets on our consolidated balance sheets.

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

are responsible for safeguarding the XRP in the bailment account.

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

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

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

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

Cryptocurrency Exchange.

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

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

ensure that these are accurate.

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

is responsible for any damages caused by loss or theft.

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

Accounting Bulletin No.

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

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

balance sheet.

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

our consolidated balance sheet.

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

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

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

As of December 31, 2024, the Company has not

incurred any safeguarding loss events, and therefore, the crypto asset safeguarding liability and corresponding safeguarding asset were

recorded at the same value.

Safeguarding assets as of December 31, 2024 and 2023 are $ 3,790,176 and $ 1,983,116 respectively.

liabilities as of December 31, 2024 and 2023 are $ 3,790,176 and $ 1,983,116 respectively.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of Significant Accounting Policies (Continued)

(jj) Recent accounting pronouncements (continued)

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

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

Unless otherwise discussed, the impact of recently issued

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

of operations upon adoption.

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

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires an enhanced disclosure

of significant segment expenses on an annual and interim basis.

This guidance is effective for fiscal years beginning after December

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

Early adoption is permitted.

Upon adoption, the

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

The Company does not expect the

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

of SAB 121 and Adoption of SAB 122

January 23, 2025, the U.S.

Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No.

122, which rescinds SAB

Under SAB 121, entities that safeguard crypto-assets for platform users were required to recognize a corresponding liability

and asset for those obligations.

SAB 122 eliminates this requirement and must be applied retrospectively for all periods presented.

guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted in any interim or

annual financial statement period filed with the SEC on or after January 30, 2025.

The Company has elected not to early adopt the guidance.

3 Reverse Recapitalization and Related Transactions

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

Seamless survived

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

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

prior to the Closing:

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

and (c) GEA Holdings

Limited, such that these entities are no longer affiliates;

an additional ownership share in Dynamic Indonesia Holdings Limited (“Dynamic Indonesia”),

the parent company of the WalletKu operating group, through the exercise by the holder of

a put option for 772,970 Seamless shares, such that Seamless controls 82.2 % of Walletku (see

Note 19 for more information);

applicable holder thereof to exercise, its right to convert Seamless’ outstanding bonds

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

Seamless shares were issued into a Trust subject to the employee Share Incentive Plan;

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

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

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

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

Recapitalization and Related Transactions (Continued)

the effective time of the Reverse Recapitalization:

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

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

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

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

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

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

ordinary shares ceased to exist after the Reverse Recapitalization;

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

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

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

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

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

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

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

more information);

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

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

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

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

of ordinary shares issued and outstanding

Exchange Consideration Shares

Public Shares

Sponsor Shares

Other Converted Shares

Representative Shares

Vendor Shares

PIPE Commitment Shares

Total Shares issued and outstanding

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

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

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

remaining for working capital and general corporate purposes of Currenc.

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

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

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

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

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

Pre-Closing costs of INFINT were expensed as incurred in

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

Pre-Closing costs of Seamless were expensed

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

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

as incurred in the financial statements presented.

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

assets recorded and were as follows:

other intangible assets

expenses – Sponsor (1)

underwriter fee payable

note – Sponsor

note – Seamless (2)

liabilities assumed

into new promissory note – Sponsor upon the Closing of the Business Combination.

against the corresponding receivable reflected by Seamless.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

4 Accounts receivable, net

of accounts receivable, net

Accounts receivable

Expected credit losses

receivable, net

movements in allowance for credit losses are as follows:

of movements in allowance for credit losses

Balance at the beginning of year

Additional for the year

Balance at the end of year

5 Prepayments, receivables and other assets

of prepayments, receivables and other assets

Contract asset

Safeguarding assets

Other receivables

Prefunding to remittances partner

Goods and services tax/ Value-added tax recoverable

Airtime stock

Current tax recoverable

receivables and other assets

refers to resalable prepaid balance made to supplier on airtime, data package and phone cards.

of contract assets are as follows:

of contract assets

As at January 1

Rights of consideration for service rendered but not billed

( 3,434,645 )

As at December 31

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

6 Investment in an equity security

in an unquoted equity security as of December 31, 2024 and 2023 consisted of the following:

of investment in an equity security

impairment was recorded as of December 31, 2023 as the Company evaluated the decline in fair value of the investment below its

book value was not other-than-temporary.

in an equity security refers to assets held by GEA.

The entities has been deconsolidated during the year 2024 and related assets were

derecognised.

7 Equipment, net

net as of December 31, 2024 and 2023 consisted of the following:

Office equipment

Furniture and fittings

Computer peripherals

Electrical installation

Motor vehicle

Air conditioners

accumulated depreciation

( 2,370,662 )

( 4,901,404 )

Equipment, net

expenses of US$ 446,485 and US$ 607,138 were recorded in general and administrative expenses for the years ended December 31, 2024 and

2023, respectively.

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

been codified in ASC 480-10-S99.

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

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

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

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

The Company has elected to value immediately as they occur.

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

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

amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

SCHEDULE OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

Class A ordinary shares subject to possible redemption at January 1, 2022

8 Intangible assets, net

assets, net as of December 31, 2024 and 2023 consisted of the following:

of intangible

Developed technologies

Trade names and trademarks

accumulated amortization

( 9,510,877 )

Accretion of carrying value to initial redemption value

Class A ordinary shares subject to possible redemption at December 31, 2022

( 26,483,336 )

Accretion of carrying value to initial redemption value

Redemption of Class A Ordinary Shares

Intangible assets, net

mainly represent assets held by TNGA and GEA.

The entities has been deconsolidated during the year 2024 and related assets were derecognised.

expenses of US$ 956,956 and US$ 1,614,741 were recorded in cost of revenue and general and administrative expenses respectively, for the

year ended December 31, 2024.

expenses of US$ 1,587,906 and US$ 1,612,937 were recorded in cost of revenue and general and administrative expenses respectively, for

the year ended December 31, 2023.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

assets, net (Continued)

of December 31, 2024, the estimated future amortization expense for each of the next five years and thereafter was as follows:

of estimated future amortization expense

For the year ending December 31,

in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows:

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

Goodwill impairment during the year

( 14,941,955 )

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

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

specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC

815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments

pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for

equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other

conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant

issuance and as of each subsequent reporting period end date while the warrants are outstanding.

All of the Company’s warrants

have met the criteria for equity treatment.

Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset

and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed

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

amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

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

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

positions taken or expected to be taken in a tax return.

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

to be sustained upon examination by taxing authorities.

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

only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and December

31, 2022, and for the years then ended.

Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from

its position.

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations,

income taxes are not levied on the Company.

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

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

twelve months.

loss per ordinary share

Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company applies

the two-class method in calculating earnings per share.

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

Net loss per share is computed by dividing net loss by the weighted average number of ordinary share outstanding during the period,

excluding ordinary share subject to forfeiture.

At December 31, 2023 and 2022, the Company did not have any dilutive securities and

other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the

As a result, diluted loss per share is the same as basic loss per share for the periods presented.

following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

SCHEDULE OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES

For the year ended December 31, 2023

For the year ended December 31, 2022

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

( 14,941,955 )

Balance as of December 31, 2024

( 14,941,955 )

Basic and diluted weighted average common shares

Basic and diluted net income (loss) per ordinary share

Concentration

of credit risk

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

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

At December 31, 2023 and December 31, 2022, the Company

had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

value of financial instruments

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

“Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet,

primarily due to their short-term nature.

issued accounting pronouncements

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

effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

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

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

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

and $ 582,540 was for other offering costs.

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

Each whole Public Warrant

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

PRIVATE PLACEMENT

Simultaneously

with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 Private Placement Warrants

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

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

the Trust Account.

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

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

expire worthless.

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS

December 31, 2023 and December 31, 2022, the Company issued an aggregate of 5,833,083 Class B ordinary shares to the Sponsor for an aggregate

purchase price of $ 25,100 in cash.

Our Sponsor transferred 69,999 Class B ordinary shares to EF Hutton and 30,000 Class B ordinary shares

to JonesTrading as Representative Shares (the Representative Shares are deemed to be underwriter’s compensation by the Financial

Industry Regulatory Authority (“FINRA”) pursuant to Rule 5110 of the FINRA Manual).

The initial shareholders collectively

own 22.58 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders

do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities).

initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary share (except to certain permitted transferees)

or any of the Class B ordinary shares (or the Class A ordinary shares into which they be converted) until, the earlier of (i) nine months

after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s Class

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

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

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

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

Promissory Note – Related Party

April 20, 2021, the Sponsor issued an unsecured promissory note (the “Promissory Note”) to the Company, pursuant to which

the Company may borrow up to an aggregate principal amount of up to $ 400,000 , to be used for payment of costs related to the Initial

Public Offering.

The note was interest bearing ( 0.01 % annual rate) and was payable on the earlier of (i) December 31, 2021 or (ii) the

consummation of the Initial Public Offering.

These amounts were repaid upon completion of the Initial Public Offering out of the $ 696,875

of offering proceeds that has been allocated for the payment of offering expenses.

The Company borrowed $ 338,038 (included interest)

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

the year ended December 31, 2024, the Company performed the annual assessment, determined that the goodwill associated with the

Indonesian airtime business was impaired, and recorded impairment charges of $ 14.9 million.

the year ended December 31, 2024, Currenc Group Inc.

recognized a goodwill impairment loss of $ 5.4 million related to the Airtime reporting

The impairment was primarily driven by the deterioration of business performance of Walletku.

The impairment was identified following

the annual goodwill impairment testing.

The Walletku reporting unit’s financial performance had significantly underperformed expectations

due to limited growth in Indonesian market.

In addition, the reporting unit’s forecasted growth rates were revised based on current

market conditions and customer trends.

goodwill impairment loss recognized was $ 5.4 million.

The fair value of the reporting unit was determined using discounted cash flow

(DCF) approach.

The DCF method involved projecting the future cash flows of the Walletku reporting unit over a 5-year period and applying

a discount rate of 16.0 %.

fair value of the Walletku reporting unit was determined using a Level 3 inputs (e.g., projected cash flows, discount rate).

value measurement incorporated unobservable inputs, including:

gross profit margin:

During the year ended December 31, 2024,

Currenc Group Inc.

recognized a goodwill impairment loss of $ 9.5 million related to the Remittance reporting unit.

The impairment was

primarily driven by the slow down of business growth of Tranglo.

The impairment was identified following the annual goodwill impairment

The reporting unit’s forecasted growth rates were revised based on current market conditions and customer trends.

The goodwill impairment loss recognized was

$ 9.5 million.

The fair value of the reporting unit was determined using discounted cash flow (DCF) approach.

The DCF method involved projecting

the future cash flows of the Tranglo reporting unit over a 5-year period and applying a discount rate of 15.2 %.

The fair value of the Tranglo reporting unit

was determined using a Level 3 inputs (e.g., projected cash flows, discount rate).

The fair value measurement incorporated unobservable

inputs, including:

Discount rate:

Revenue growth rate:

Tranglo Remittance:

4.5 % to 9.8 %

Tranglo Airtime:

- 10 % to 0 %

Operating gross profit margin:

Tranglo Remittance:

Tranglo Airtime:

inputs were derived from management’s internal forecasts and expectations, with adjustments for external market conditions.

Company entered into operating leases for computer peripherals and office properties in Malaysia and Indonesia.

The leases in Malaysia

included an option to renew for a one year term.

None of the renewal options have been included in the measurement of the leases.

Company also entered into finance lease for computer peripherals.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

assets and lease liabilities, as of December 31, 2024 and 2023, are as follows:

of right-of-use

assets and lease liabilities

Financial Statement

Right-of-use assets:

Operating lease

Right-of-use assets

Total right-of-use assets

Lease liabilities:

Current liabilities

Operating lease

Current portion of lease liabilities

Total operating lease

Non-current liabilities

Operating lease

Other payables

Total non-current operating lease

components of lease costs are as follows:

of lease costs

Years ended December 31,

Operating lease costs

Short-term lease costs

Finance lease costs:

Interest on finance lease liabilities

Total lease costs

information related to leases is as follows:

Schedule of other information related to leases

Weighted Average Remaining Lease Term

Operating lease

Weighted Average Discount Rate

Operating lease

flows related to leases are as follows:

of cash flows related to leases

Years ended December 31,

Cash flows from operating activities:

Payments for operating lease liabilities

Cash flows from financing activities:

Principal payments on finance lease obligation

Supplemental Cash Flow Data:

Right-of-use assets obtained in exchange for new operating lease obligations

minimum lease payments under non-cancellable operating leases as of December 31, 2024 are as follows:

minimum lease payments under non-cancellable operating leases

Operating lease

For the year ending December 31,

Total future minimum lease payment

imputed interest

Total lease liabilities

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

11 Borrowings

of borrowings

Short-term borrowings (i)

Long-term borrowings (ii)

current maturities

( 3,684,171 )

( 9,031,383 )

Non-current maturities

of December 31, 2024 and 2023, the Company had several unsecured short-term loans from independent

third parties which were repayable within one year and charged interest rates ranging from

Nil to 24.0 % and 15.0 % to 24.0 % per annum, respectively.

As of December 31, 2024 and December

31, 2023, the weighted average interest rate of these borrowings was 13.7 % and 22.6 % per

annum, respectively.

The borrowings are denominated in Hong Kong Dollar (“HK$”)

and United States Dollar (“US$”).

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

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

As of December

31, 2023 and 2022, there was no outstanding balance under the Promissory Note.

Administrative

Services Arrangement

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

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

and administrative services, including office space, utilities and administrative services, as the Company may require from time to time.

The Company has agreed to pay the Sponsor $ 10,000

per month for these services.

For the year ended

December 31, 2023, the Company incurred $ 120,000

in expenses for these services.

addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount

of $ 88,395 .

For the year ended December 31, 2022, the Company incurred $ 120,000

in expenses for these services.

addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount

of $ 167,618 .

Party Loans and Costs

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

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

Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation

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

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

In the event that a Business Combination

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

held in the Trust Account would be used to repay the Working Capital Loans.

May 1, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 150,000 to the

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

The Note does

not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination

(such date, the “Maturity Date”).

In the event the Company consummates its initial business combination, the Sponsor has

the option on the Maturity Date to convert the principal outstanding under the Note into that number of private placement warrants (“Working

Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $ 1.00 , rounded up to the

nearest whole number.

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

including the transfer restrictions applicable thereto.

The Note was subject to customary events of default, the occurrence of certain

of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming

immediately due and payable.

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

$ 400,000 to the Sponsor, which may be drawn down from time to time prior to the Maturity Date upon request by the Company.

Note amended, replaced and superseded in its entirety the Note, and any unpaid principal balance of the indebtedness evidenced by the

Note has been merged into and evidenced by the Amended Note.

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

payable on the Maturity Date.

In the event the Company consummates its initial business combination, the Sponsor has the option on the

Maturity Date to convert the principal outstanding under the Amended Note into that number of Working Capital Warrants equal to the portion

of the principal amount of the Amended Note being converted divided by $ 1.00 , rounded up to the nearest whole number.

The terms of the

Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants, including the transfer restrictions

applicable thereto.

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

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

As of December 31, 2023 and December 31, 2022, the Company has borrowed $ 325,000 and nil from the Working Capital Loans,

respectively.

On March 6, 2024, the Company

issued an unsecured promissory note in the principal amount up to $ 500,000

to Seamless Group Inc.

a Cayman Islands exempted company (“Seamless”), which may be drawn down from time to time prior

to the Maturity Date (as defined below) upon request by the Company.

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

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

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

Representative

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

“Representative Shares”).

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

total offering cost of $ 9,351,106 .

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

The holders of the Representative

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

In addition, the holders

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

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

complete a Business Combination within the Combination Period.

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

following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110I(1) of FINRA’s

NASD Conduct Rules.

Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative,

put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately

following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred,

assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related

to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona

fide officers or partners.

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

borrowings are denominated in HK$ and US$.

of December 31, 2024 and December 31, 2023, the Company obtained loans from two members of management of the Company.

loan of HK$ 12.3 million (equivalent to US$ 1.6 million) has been provided by Mr.

Alexander Kong, the Chairman, at an interest rate of

12 % per annum.

Another loan of HK$ 3.6 million (equivalent to US$ 0.5 million) has been provided by Dr.

Ronnie Hui, the Chief Executive

Officer, at an interest rate of 12 % per annum.

of December 31, 2024, loans of US$ 7.9 million were guaranteed by Mr.

Alexander Kong (2023:

US$ 8.7 million).

expense during the year ended December 31, 2024 and 2023 was US$ 8,515,214 and US$ 8,002,552 , respectively.

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

Promissory Notes to Third Parties

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

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

The outstanding amount under

the loans as of December 31, 2024 was approximately $ 8.9 million.

Promissory Note to Related Party

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

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

As of December 31, 2024, the new

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

promissory notes to third parties and related party do not bear interest, and the principal balances are payable in equal monthly installments

over terms of less than one year.

The notes are subject to customary events of default and financing closure above a certain threshold,

which, if triggered, would cause the unpaid principal balance and all other sums payable under the notes to become immediately due and

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

to their short-term nature.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

11 Borrowings

of December 31, 2024, the long-term borrowings will be due according to the following schedule:

of long term borrowings

For the year ending December 31,

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

The Company’s long-term

borrowing are subject to both fixed and floating interest rates.

The carrying values of each type of these borrowings approximate their

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

12 Receivables factoring

receivables factoring facility represents an interest-bearing loan for an amount of US$ 258,415 (2023:

US$ 423,483 ) based on terms and

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

The loan is secured, bears

an effective interest rate of 9.8 % (2023:

9.9 %) per annum calculated on a daily rest basis at the end of the reporting period.

and interest are to be repaid within 120 (2023:

120) days from the date of each invoice.

weighted average interest rate as of December 31, 2024 and 2023 was 9.8 % and 9.9 % per annum, respectively.

Interest expense during the

years ended December 31, 2024 and 2023 was US$ 57,068 and US$ 62,441 , respectively.

13 Accounts payable, accruals and other payables

payable, accruals and other payables consisted of the following:

payable, accruals and other payables

Accounts payable

Safeguarding liabilities

Prefunding from remittance customers

Incentives received for credit card program

Prefunding from airtime customers

Current portion of finance lease liabilities

Cash received for the subscription of Convertible Promissory Note

Accrued interest

Other payables

Accounts payable, accruals

and other payables

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

14 Convertible bonds

of convertible bonds

Convertible Bond E

Convertible Promissory Note

Total principal

unamortized debt discount

Net carrying amount

maturing within one year

( 10,000,000 )

Mature after one year

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

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

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

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

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

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

A total amount of principal plus accrued

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

accounting for the issuance of the convertible bonds, the Company determined that, as the embedded conversion feature is indexed to the

Company’s stock, the conversion option is eligible for the scope exception of ASC 815-10-15-74(a), and does not have to be bifurcated

from the debt host and accounted for as a derivative.

In accordance with Accounting Standards Update

(ASU) 2020-06, which became effective for fiscal years beginning after December 15, 2023, the Company adopted the guidance for convertible

debt instruments starting January 1, 2024.

As a result, the Company has accounted for its Convertible Promissory Note as a single liability.

This update significantly simplifies the accounting for convertible debt by eliminating the bifurcation of the debt and equity components.

Under ASU 2020-06, convertible debt is accounted

for as a single liability instrument, with no separate allocation to an equity component or beneficial conversion feature.

The Convertible Bonds were initially recorded as a liability at their issuance-date

fair value, with no separate recognition of a debt discount related to a beneficial conversion feature.

Upon conversion, the carrying amount of the

Convertible Bonds, including accrued interest, was reclassified to equity, with no gain or loss recognized.

The accounting change has been applied retrospectively

to prior periods presented, as if the updated policy had always been in effect.

However, since the Convertible Bonds were already accounted

for as a single liability in prior periods with no bifurcation into equity, the adoption of ASU 2020-06 had no impact on classification

or measurement.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

14 Convertible

bonds (Continued)

investment in public equity (“PIPE”) Financing

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

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

(i) 400,000 Currenc ordinary shares of as a commitment fee (“Commitment Shares”, (ii) a Convertible Promissory Note with

principal amount of $ 1,944,444 , and (iii) 136,110 Warrants to buy 136,110 Currenc ordinary shares with an exercise price of $ 11.50 per

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

the Noteholder proceeds of $ 1,750,000 .

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

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

This interest is due

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

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

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

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

of the Conversion Rate.

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

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

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

value with an offsetting increase to equity.

of December 31, 2024, the Convertible Promissory Note had a fair value of $ 1,750,000 .

See Note 2(l), Fair value measurement, for further

details surrounding the fair value assumptions.

The principal amount of $ 1,944,444 is still outstanding as of December 31, 2024, as no

repayments were made during the period ended December 31, 2024.

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

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

The proceeds received for this transaction are

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

Upon the issuance of Convertible Promissory Note and Warranty, cash of $ 1,750,000 was received.

Convertible Promissory

Note has a fair value of $ 2,000,000 and the Warrants were allocated

a value of zero on issuance.

The Company estimates the fair value of its

PIPE Convertible Notes using the Income Approach (Binomial Option Pricing Model).

The fair value measurement incorporates both observable

and unobservable inputs, classified as Level 3 within the fair value hierarchy.

The PIPE Convertible Notes were initially

recognized on August 31, 2024, upon issuance.

As of August 31, 2024, and December 31, 2024,

the key assumptions used in the valuation were as follows:

of assumptions used in determining the fair value convertible note

Key Assumptions

August 31, 2024

December 31, 2024

Stock Price (USD)

Risk-Free Rate (%)

Volatility Rate (%)

Bond Yield (%)

The fair value derived from the Binomial

Option Pricing Model reflected changes in market conditions, including fluctuations in stock price, volatility, and credit risk.

the valuation as of December 31, 2024, incorporated updated assumptions, the resulting change in fair value was determined to be negligible.

Given the immaterial impact of the valuation

changes on the financial statements, management has determined that no adjustment is necessary to the fair value of the PIPE Convertible

Notes from the initial recognition date (August 31, 2024) through year-end (December 31, 2024).

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

Years end December 31,

Timing of revenue recognition - at point in time

Remittance services

Fiat remittance

ODL remittance

Sales of Airtime

Other services

16 Defined contribution plans

Company contributes to an employment provident fund in respect of its employees in Hong Kong, Malaysia, and a central provision fund

run by the Singapore government in respect of its employees in Singapore.

The expenses related to these plans were US$ 730,779 and US$ 714,855

for the years ended December 31, 2024 and 2023, respectively.

17 Income tax

Company’s loss before income tax consists of:

of Income before income tax

Years ended December 31,

( 38,651,082 )

( 15,141,598 )

Loss before income tax

( 38,248,459 )

( 13,894,305 )

Company is incorporated in Cayman Islands and is not subject to corporate income tax under its relevant regulations.

the Company’s subsidiaries incorporated in Hong Kong, they are subject to a corporate tax rate of 16.5 % on the assessable profits

arising from Hong Kong.

the Company’s subsidiaries incorporated in Malaysia, they are subject to corporate tax rate on 24 % on the assessable profits arising

from Malaysia.

the Company’s subsidiaries incorporated in Indonesia, they are subject to a corporate tax rate of 22 % on the assessable profits

arising from Indonesia.

the Company’s subsidiary incorporated in Singapore, it is subject to a corporate tax rate of 17 % on the assessable profits arising

from Singapore.

No provision for Singapore profits tax has been made in the consolidated statements of operations and comprehensive loss

for the years ended December 31, 2024 and 2023.

the Company’s subsidiary incorporated in United Kingdom, it is subject to a corporate tax rate of 19 % on the assessable profits

arising from United Kingdom.

No provision for United Kingdom profits tax has been made in the consolidated statements of operations and

comprehensive loss for the years ended December 31, 2024 and 2023.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

tax (Continued)

tax expense consists of:

of Income Tax Expenses

Years ended December 31,

Income tax expense

Deferred income tax benefit

Total income tax expense

reconciliation of the income tax expense to the amount computed by applying the current statutory tax rate to the income before income

tax in the consolidated statements of operations and comprehensive loss is as follows:

of Effective Income Tax Rate Reconciliation

Years ended December 31,

Income before income tax

( 28,748,459 )

( 13,894,305 )

Tax calculated at Hong Kong profits tax rate

( 4,743,494 )

( 2,292,560 )

Effect of different tax rates applicable to different jurisdictions

Income not subject to tax

( 8,328,873 )

Non-deductible expenses

Change in valuation allowance

Underprovision of current tax in the previous financial year

Tax effect on deductible temporary differences

Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 are attributable to the following:

of Deferred Tax Assets and Liabilities

Deferred tax assets

Tax losses carried forward

Accrued expenses

Total deferred tax assets

Valuation allowance

( 8,269,086 )

( 7,887,313 )

Total deferred tax assets

Deferred tax liabilities

Intangible assets

( 1,184,987 )

Total deferred tax liabilities

( 1,246,760 )

Net deferred tax liabilities

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

tax (Continued)

of December 31, 2024 and 2023, management has recorded a valuation allowance on certain deferred tax assets where management believes

that after considering all of the available evidence, it is more likely than not that some portion or all will not be realized in the

foreseeable future.

The ultimate realization of deferred tax assets depends on the generation of future taxable income in which those

temporary differences and carry forwards become deductible.

of December 31, 2024 and 2023, the accumulated tax losses of subsidiaries can be carried forward to offset against future taxable profits.

The tax loss for the subsidiary incorporated in Hong Kong is US$ 66,424 and US$ 47,778,609 as of December 31, 2024 and 2023, respectively,

which can be carried forward indefinitely.

of December 31, 2024 and 2023, the accumulated tax losses of subsidiaries can be carried forward to offset against future taxable profits.

The tax loss for the subsidiary incorporated in Singapore is US$ 73,524 and US$ 94,611 as of December 31, 2024 and 2023, respectively,

which can be carried forward indefinitely.

tax loss in the subsidiary incorporated in United Kingdom is US$ Nil and US$ 517,015 as of December 31, 2024 and 2023, respectively, which

can be carried forward indefinitely.

tax loss in the subsidiaries incorporated in Indonesia is US$ 2,099,326 and US$ 2,349,921 as of December 31, 2024 and 2023, respectively,

which will expire, if unused, in the year ending December 31, 2024.

tax loss in the subsidiaries incorporated in Malaysia is US$ Nil and US$ 8,439 as of December 31, 2024 and 2023, respectively, which will

expire, if unused, in the year ending December 31, 2031.

of segment reporting for revenue

Years ended December 31,

Remittance services

Fiat remittance

ODL remittance

Sales of Airtime

Other services

Years ended December 31,

Cost of sales

Remittance services

( 9,475,812 )

( 11,375,525 )

Sales of Airtime

( 21,999,692 )

( 24,206,112 )

Other services

Cost of sales

( 31,843,467 )

( 35,899,057 )

Years ended December 31,

Remittance services

Sales of Airtime

Other services

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

following table sets forth the Expenditures for additions to long-lived assets other than goodwill and acquired intangible assets:

of forth the expenditures for long-lived assets other than goodwill

Remittance services expense

Sales of Airtime

Other services

Long-lived assets

following table sets forth the revenues by geographical area:

of forth the revenues by geographical area

Years ended December 31,

Total Revenue

following table sets forth the long-lived assets other than goodwill and intangible assets by geographical area:

of forth the long-lived assets other than goodwill and intangible assets by geographical area

Long-lived assets other than goodwill and acquired

intangible assets

Long-lived assets other than goodwill and

acquired intangible assets gross

Non-disclose items

Investment in an equity security

Deferred tax assets

Acquired intangible assets

Long-lived assets other

than goodwill and acquired intangible assets

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

following table sets forth the goodwill by reportable segments:

of forth the goodwill by reportable segments

Remittance services

Sales of Airtime

Total goodwill

19 Acquisition of Dynamic Indonesia Holdings Limited

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

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

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

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

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

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

interim condensed consolidated financial statements from the date of acquisition.

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

of purchase price of acquisition

Net assets acquired (i)

( 1,510,899 )

Goodwill (Note 9) (ii)

Non-controlling interests (iii)

( 3,931,441 )

Total purchase price is comprised of:

Cash consideration

Fair value of previously held equity interests

assets acquired primarily included accounts receivables and other receivables of approximately

US$ 0.6 million, property and equipment of approximately US$ 0.2 million, operating lease right-of-use

assets relating to land use rights of approximately US$ 0.1 million and other assets of approximately

US$ 1.6 million and liabilities of approximately US$ 4.1 million as of the date of acquisition.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

19 Acquisition

of Dynamic Indonesia Holdings Limited (Continued)

(ii) Goodwill

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

operations with those of Dynamic Indonesia Holdings Limited.

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

in Dynamic Indonesia at approximately the date of the acquisition.

The firm used market approach

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

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

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

of the Company as defined in the agreement.

The option is valid for two years.

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

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

51 % to approximately 54 %.

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

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

54 % to approximately 56 %.

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

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

56 % to approximately 57 %.

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

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

57 % to approximately 59 %.

August 30, 2024 Noble Tack International Limited has exercise its right to convert its equity interest in and loan to Dynamic

Indonesia Holdings Limited into equity of the Company.

After the conversion, Dynamic Investments Holdings Limited increased its

ownership of Dynamic Indonesia Holdings Limited from approximately 59 %

After the acquisition, the Company has obtained 82.2% control over PT

Walletku Indompet Indonesia.

following amounts of the acquiree since the acquisition date are included in the December 2024 consolidated statement of operations.

of acquisition of consolidated statements of operations

Loss after tax

20 Deconsolidation of GEA Holdings Limited and TNG (Asia) Limited

July 30, 2024, Seamless Group Inc.

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

related company, at a cash consideration of US$ 1 .

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

August 30, 2024, Seamless Group Inc.

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

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

Limited Shares.

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

has disposed off all of the equity interest in TNG (Asia)

Limited and deconsolidated the subsidiary.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

20 Deconsolidation

of GEA Holdings Limited and TNG (Asia) Limited (Continued)

Holdings Limited and TNG (Asia) Limited both operated under the remittance segment.

After the deconsolidation, the Company still continue

its remittance segment operation through Tranglo.

As the impact of the deconsolidation has only an impact to remittance revenue and total

revenue of the group of only approximately 19 % and 10 % respectively, the financial impact of deconsolidation is not considered to be

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

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

Company recognized a gain on sale of US$ 20.5 million, calculated as the difference between the sale proceeds of $ Nil and the carrying

amount of net liabilities sold of US$ 20.4 million.

This gain is presented within “Other Income” in the consolidated statements

of operations and comprehensive loss for the year ended December 31, 2024.

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

of divested entities

Cost of revenue

General and administrative expenses

Loss from operations

Finance costs, net

Loss before income tax

Income tax expense

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

Assets/(Liabilities)

Intangible assets

Deposits, prepayments and other receivables

Restricted cash

Amount due to related companies

Accruals and other payables

Client Money Payable

Amount due to related companies

Other liabilities

Assets/(Liabilities)

significant continuing involvement exists with the divested subsidiaries.

20 Related party transactions

of related parties

with the Company

Executive Officer of the Company

Alexander Kong

of Seamless Group

Planet Limited

holding company

Dynamic Solutions Limited

controlled by a director of the Company

Walletku Indompet Indonesia

held indirectly by the Company

Labs Singapore Pte.

40% owner of Tranglo

Services, Inc.

40% owner of Tranglo

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

party transactions (continued)

Company had the following significant related party transactions for the years ended December

31, 2024 and 2023, respectively:

of related party transaction

Years ended December 31,

Sino Dynamic Solutions Limited

Purchase of intangible assets

Support and maintenance costs

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

and Tranglo was entered into on March 10, 2021.

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

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

Under the Agreement, Tranglo’s

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

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

into USD or other fiat currencies.

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

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

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

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

Labs Singapore Pte.

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

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

Pursuant to the Tranglo Commitment

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

Ltd will make available via automated wallet

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

Under the Tranglo Commitment to Sell

Agreement, Ripple Labs Singapore Pte.

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

The Tranglo Commitment

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

Singapore Pte.

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

Ripple Labs Singapore Pte.

Ltd in its bailment account to Tranglo for prefunding purposes.

In exchange for obtaining the XRP, Tranglo

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

balance of deposits of XRP in Tranglo’s crypto wallet as of December 31, 2024 and 2023 was approximately $ 3.8 million and $ 2.0

million, respectively.

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

Labs Singapore Pte.

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

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

Pursuant to the GEA Commitment to Sell Agreement,

GEA can execute ODL transactions.

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

Ltd deposits certain amounts

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

The GEA Commitment to Sell Agreement stipulates that the legal

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

Under the GEA Commitment

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

Ltd in its bailment account

to Tranglo for prefunding purposes.

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

Singapore Pte.

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

in the ODL transaction to Ripple Labs Singapore Pte.

Ripple Labs Singapore Pte.

Ltd and GEA also entered into a Line of Credit and

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

Ltd provided to GEA

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

balance of deposits of XRP in GEA’s crypto wallet as of December 31, 2024 and 2023 was zero and approximately $ 2.5 million, respectively.

There is no maximum limit included in the GEA Commitment to Sell Agreement.

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

GEA can choose

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

Each withdrawal of XRP shall

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

XRP will be sent to Tranglo for liquidation of XRP into

USD by Programmatic Liquidation system for prefunding transactions.

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

the years ended December 31, 2024 and 2023 are approximately $ 230.5 million and $ 475.3 million, respectively.

Revenues for Tranglo generated

from the ODL remittance for the years ended December 31, 2024 and 2023 are approximately $ 0.9 million and $ 1.8 million, respectively.

Amounts settled to Ripple for the years ended December 31, 2024 and 2023 are approximately $ 810.4 million and $ 698.6 million, respectively.

Amounts settled to Ripple by GEA Limited for ODL prefunding transactions while acting as the ODL RP for the years ended December 31,

2024 and 2023 are approximately $ Nil and $ 104.2 million, respectively.

Amounts settled to Ripple by Tranglo which had made use of the

ODL services while acting as the remittance hub for the years ended December 31, 2024 and 2023 were approximately $ 810.4 million and

$ 594.4 million, respectively.

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

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

party transactions (continued)

Company had the following related party balances as of December 31, 2024 and 2023:

Schedule of Related Party Balances

Amounts due from related parties

Sino Dynamic Solutions Limited

Amounts due from related

Amounts due to related parties

Regal Planet Limited

Sino Dynamic Solutions Limited

Alexander Kong

Ripple Lab Inc.

Amounts due to related

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

interest free for one week.

Interest paid to Ripple for the year ended December 2024 and 2023 is US$ 303,677 and US$ 812,473 , respectively.

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

due to Ripple of $ 26 million by GEA Limited as of December 31, 2023 is guaranteed by Seamless Group Inc., Regal Planet Limited and Kong

King Ong Alexander.

arising from transactions with related parties are described in Note 11.

21 Commitments and Contingencies

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

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

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

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

up to three demands that the Company register such securities.

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

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

of the Initial Public Offering.

The holders of the majority of the insider shares can elect to exercise these registration rights at

any time commencing three months prior to the date on which these ordinary share are to be released from escrow.

The holders of a majority

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

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

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

consummation of a Business Combination.

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

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

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

Notwithstanding anything

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

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

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

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

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

underwriter received a cash underwriting discount of:

(i) one and one-quarter percent ( 1.25 %) of the gross proceeds of the Initial Public

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

In addition, the underwriter is entitled

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

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

subject to the terms of the underwriting agreement.

Support Agreement

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

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

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

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

not transfer their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at or prior to Closing.

Support Agreement

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

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

Combination Agreement and the Proposed Transactions, (b) abstain from redeeming any Sponsor founder shares in connection with the Proposed

Transactions, and (c) waive certain anti-dilution provisions contained in the Company’s Memorandum and Articles of Association.

the Closing, INFINT will enter into individual Lock-Up Agreements with each of certain Seamless Shareholders (each, a “ Locked-Up

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

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

INFINT consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third

party that results in all of INFINT’s shareholders having the right to exchange their INFINT Shares for cash, securities, or other

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

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

The holders of a majority of these securities are entitled

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

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

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

date of the Initial Public Offering.

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

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

In addition, the holders have

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

a Business Combination.

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

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

The Company will bear

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

Notwithstanding anything to the contrary, under

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

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

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

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

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

21 Commitments

and Contingencies (continued)

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

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

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

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

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

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

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

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

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

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

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

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

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

of the Lock-Up Agreement.

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

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

Rights Agreement

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

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

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

The Holders are entitled “piggy-back” registration

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

and customary conditions.

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

of First Refusal

2 unchanged sentences

future private or public equity, convertible and debt offerings during such period.

In accordance with FINRA Rule 5110(f)(2)I(i), such

right of first refusal shall not have a duration of more than three years from the effective date of the registration statement.

and Uncertainties

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

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

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

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

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

SHAREHOLDER’S EQUITY

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

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

At December 31,

2023 and 2022, there were no preferred shares issued or outstanding.

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

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

At December 31, 2023 and 2022,

there were no Class A ordinary shares issued and outstanding (excluding the 7,408,425 shares subject to redemption as of December 31,

2023 and 19,999,880 shares subject to redemption as of December 31, 2022, respectively).

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

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

At December 31, 2023 and December

31, 2022, there were 5,833,083 Class B ordinary shares issued and outstanding.

The Sponsor transferred 69,999 Class B Ordinary shares

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

Hence, as of December 31, 2023 and 2022, 5,733,084

of Class B ordinary shares were held by the Sponsor and 99,999 of such shares were held by the representatives as representative shares.

The initial shareholders own 22.58 % of the issued and outstanding shares after the Initial Public Offering, assuming the initial shareholders

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

Class B ordinary share will automatically convert into Class A ordinary

share at the time of the Company’s initial business combination on a one-for-one basis.

In accordance with FINRA Rule 5110(g)(6)(A), such

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

Commitments and Contingencies

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

business or any legal proceedings that require recognition or disclosure in the condensed consolidated financial statements.

August 17, 2024, Ripple Markets APAC Pte.

Ltd., the successor to Ripple Labs Singapore Pte.

(“RMA”), 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.

The Company has engaged legal representatives to defend the claim.

After writing

to RMA’s solicitors on 27 March 2025 to propose terms of settlement and a solicitors-only meeting, RMA’s solicitors have

replied on 2 April 2025 to state that they are not agreeable to any of the proposed terms of settlement, and declined to have a solicitors-only

at December 31, 2024, legal representative has an evaluation of the outcome of the above legal case that if both parties do not reach

an out-of-court settlement, the likelihood of an unfavourable outcome to Seamless would be uncertain but the view it is moderate to likely.

The total liable sum would be ranged from $ 19 million to $ 24 million, as well as late charges, and costs on an indemnity basis.

to the final liable sum is yet to be determined and the claim is a four party claim, where the amount liable by each party is still an

Management has considered that the loss to be reasonably possible, provided that the potential exposure of Seamless is still

highly uncertain and difficult to estimate.

22 Shareholders’ Deficit

Shares — The Company is authorized to issue 555,000,000 ordinary shares with a par value of $ 0.0001 per share.

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

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

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

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

22 Shareholders’

Deficit (continued)

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

2 unchanged sentences

Combination or earlier upon redemption or liquidation.

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

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

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

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

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

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

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

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

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

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

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

3 unchanged sentences

not less than 30 days’ prior written notice of redemption to each warrant holder;

and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for stock

splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing

at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant

and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants.

and only if, the reported last sale price of the ordinary shares equals or exceeds $ 18.00

per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations)

for any 20 trading days within a 30-trading day period commencing at any time after the warrants

become exercisable and ending on the third business day prior to the notice of redemption

to warrant holders;

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

shares underlying such warrants.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

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

The exercise price and number of Class

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

or recapitalization, reorganization, merger or consolidation.

The exercise price and number of ordinary

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

recapitalization, reorganization, merger or consolidation.

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

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

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

cash settle the warrants.

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

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

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

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

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

the warrants.

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

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

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

the warrants may expire worthless.

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1 unchanged sentence

be identical to the warrants underlying the Units being offered in the Initial Public Offering.

Pursuant to an agreement that the Company

Pursuant to the agreement that the Company

has entered into with the holders of the Private Placement Warrants, the Private Placement Warrants may not, subject to certain limited

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

December 31, 2023 and 2022, there were 9,999,940 Public Warrants outstanding and 7,796,842 warrants (each, a “Private Warrant”

and collectively, the “Private Warrants”) outstanding.

The Company accounts for warrants

as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable

authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the

instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and

whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed

to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement”

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

respectively.

At December 31, 2024, there were 136,110 PIPE Warrants outstanding (see Note 14, Convertible bonds and notes , for

additional information).

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an

assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815.

The assessment considers

whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC

480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments

are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

2 unchanged sentences

are outstanding.

Management has concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify

for equity accounting treatment.

INITIAL BUSINESS COMBINATION

August 3, 2022, INFINT entered into the Business Combination Agreement with Merger Sub and Seamless.

The Business Combination Agreement

was unanimously approved by INFINT’s board of directors.

If the Business Combination Agreement is approved by INFINT’s shareholders

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

contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless, with Seamless surviving

the Merger as a wholly owned subsidiary of INFINT.

The Business Combination Agreement was amended on October 20, 2022, November 29, 2022 and February 20, 2023.

Consideration

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

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

ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

the effective time, by virtue of the Merger:

shares of Seamless issued and outstanding immediately prior to the effective time will be cancelled and converted into the right

to receive, in accordance with the terms of the Business Combination Agreement and the Payment Spreadsheet, the number of New INFINT

Ordinary Shares set forth in the Payment Spreadsheet;

options that are outstanding immediately prior to the effective time, whether vested or unvested, will be converted into the Exchanged

Options in accordance with the terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet.

Following the effective time, the Exchanged Options will continue to be governed by the same terms and conditions (including vesting

and exercisability terms) as were applicable to the corresponding former Seamless option(s) immediately prior to the effective time.

RSUs that are outstanding immediately prior to the effective time will be converted into the Exchanged RSUs in accordance with the

terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet.

Following the effective time, the

Exchanged RSUs will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were

applicable to the corresponding former Seamless RSUs immediately prior to the effective time.

Statement/Prospectus and INFINT Shareholder Meeting

and Seamless filed with the SEC a Registration Statement on Form S-4 on September 30, 2022, as amended on December 1, 2022, February

13, 2023, April 18, 2023, June 9, 2023, August 11, 2023 and December 7, 2023, which included a proxy statement/prospectus that will be

used as a proxy statement to be used in connection with the special meeting of the INFINT shareholders to be held to consider approval

and adoption of (i) the Business Combination Agreement and the transactions contemplated therein, (ii) the issuance of New INFINT Ordinary

Shares as contemplated by the Business Combination Agreement, (iii) the INFINT Amended and Restated Memorandum and Articles and (iv)

any other proposals the parties deem necessary or desirable to effectuate the transactions contemplated by the Business Combination Agreement.

Management has concluded that the Public Warrants, Private Placement Warrants and PIPE Warrants issued pursuant to their

respective warrant agreement qualify for equity accounting treatment.

23 Subsequent events

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

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

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

Based upon this review, the Company did not identify

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

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

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

(the “Listing Rule”).

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

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.

March 4, 2024, the Company submitted such a business plan to demonstrate how the Company 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 staff of NYSE Regulation.

If NYSE Regulation

accepts the plan, the Company will be notified in writing and will be subject to periodic reviews including quarterly monitoring for

compliance with such plan.

If NYSE Regulation does not accept the plan, the Company will be subject to delisting procedures.

expects that upon completion of an initial business combination it will have at least 300 public shareholders.

The Notice has no immediate

impact on the Company’s Class A ordinary shares, and provided the NYSE approves the plan, the Company’s Class A ordinary

shares are expected to continue to be listed and traded on the NYSE during the 18-month period, subject to the Company’s compliance

with other NYSE listing standards and periodic review by the NYSE of the Company’s progress under the plan.

February 16, 2024, at the Extraordinary General Meeting of the Company, the shareholders of the Company approved a special resolution

to amend the Charter to extend the date that the Company has to consummate a business combination from February 23, 2024 to the Third Extended Date.

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

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

amount of approximately $ 30.26 million, leaving approximately $ 53.97 million in the trust account.

March 6, 2024, the Company issued the 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 Note does

not bear interest and the principal balance will be payable on the Maturity Date.

The Note is subject to customary events of default,

the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard

to the Note becoming immediately due and payable.

As previously disclosed, the Company, Seamless and FINTECH Merger Sub Corp., a Cayman

Islands exempted company and a wholly owned subsidiary of the Company, are parties to the business combination agreement dated August

3, 2022, as amended.

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

ACQUISITION CORPORATION

March 27, 2024

Alexander Edgarov

Executive Officer

March 27, 2024

Sheldon Brickman

Financial Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities indicated on March 27, 2024.

in Which Signed

Eric Weinstein

Alexander Edgarov

Executive Officer and Director

Executive Officer)

Sheldon Brickman

Financial Officer

Financial and Accounting Officer)

Michael Moradzadeh

Andrey Novikov

February 25, 2025, the company has received a notice of legal action from the promissory note holder, EF Hutton .

In the legal letter, the Company was demanded to repay the promissory note amount of $ 5,700,000 ,

plus contractual default interest of $ 97,000 .

demanded amount has already been fully

accrued on the financial statements as of December 31, 2024.

The Company considered

that the accrued amount is adequate and therefore no additional provision is required

for the event.

February 10, 2025, the Company entered into the ELOC Purchase Agreement with a third party.

Under the ELOC scheme, the company will have

the capacity to issue additional shares and dispose in the market for extra liquidity, up to $ 10,000,000 worth of ordinary shares.

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 9A. Controls and Procedures