Currenc Group Inc

Current report

You should read the following discussion and analysis of Currenc’ financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere herein. This discussion contains forward-looking statements that involve risks and uncertainties. Currenc’ actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this proxy statement and prospectus.

Current report

Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “Currenc,” “it,” or “their,” generally refer to Seamless Group Inc. prior to the Business Combination and to Currenc Group Inc. after giving effect to the Business Combination.

Current report

Overview

Current report

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.

Current report

The Company was originally a publicly traded special purpose acquisition company named INFINT Acquisition Corporation (“INFINT”) formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities.

Current report

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

Current report

Through our two major lines of business, remittance and airtime, Currenc is a leading operator of global money transfer services and airtime trading in Southeast Asia. The remittance business facilitates users in different countries sending money from one country to another in a low cost and efficient manner. The airtime business sells airtime to users in different countries worldwide, including retail users in Indonesia. In the past, Currenc operated the two different business lines through four main subsidiaries: Tranglo, WalletKu, TNG Asia and GEA. On July 30, 2024, Currenc divested GEA and on August 30, 2024, Currenc also disposed TNG Asia. Since then, Currenc operates the global remittance business mainly through Tranglo, which is one of the leading money remittance platforms in Southeast Asia. Tranglo provides business-to-business (“B2B”) remittance services for financial institutions and is considered as a upstream player of the remittance industry. Currenc also provides cross-border international airtime transfer services through Tranglo, acting as a switching platform provider for telecom airtime transfer and a wholesale reseller of foreign airtime. Currenc also runs WalletKu, which is an Indonesian airtime operator facing end users directly.

Current report

Tranglo is a leading global money and airtime transfer hub in Southeast Asia. For Tranglo’s money remittance business, it provides a single unified application programming interface for licensed banks and money service operators and acts as a one-stop settlement agent for cross-border money transfer, offering customers the ability to process payments globally. At September 30, 2024, Tranglo had more than 5,000 bank partners, 35 eWallets, 130,000 cash pick-up points, and 133 corporate clients for remittances, with a remittance network covering more than 80 countries. As for the nine-month period ended September 30, 2024, Tranglo processed around 8.56 million transactions with a total processing value of $3.92 billion, which represents a growth in volume by 5.5% as compared to 8.11 million transactions, and a growth in total processing value by 18.8% as compared to the total processing value of $3.3 billion for the nine-month period ended September 30, 2023. As for the nine-month period ended September 30, 2024, the top four sending countries for Tranglo’s remittance business were UK, Hong Kong, Singapore and Korea, whereas the top four receiving countries were Philippines, Indonesia, Thailand and Vietnam. The predominant portion of Tranglo’s Hong Kong related revenue is derived from two customers, TNG Asia and GEA, which were divested by Currenc in August and July 2024 respectively. Based on the nine-month period ended September 30, 2024 operating results, post-Divestiture, the percentage of revenue generated in Hong Kong and the PRC represented approximately 6.0% of Currenc’s total revenue.

Current report

The number of Tranglo unique users increased to 1,024,100 as of September 30, 2024 from 866,800 as of September 30, 2023, while the number of global money transfer transactions increased from 8.11 million for the nine-month period ended September 30, 2023 to 8.56 million for the nine-month period ended September 30, 2024. The number of average monthly unique sending accounts increased from 326,500 for the nine-month period ended September 30, 2023 to 358,900 for the nine-month period ended September 30, 2024.

Current report

Tranglo is also a global airtime transfer hub, offering cross-border airtime wholesale and transfer services. At September 30, 2024, Tranglo has partnered with more than 500 mobile operators that cover 150 countries and served more than 40 airtime corporate customers. As for the nine-month period ended September 30, 2024, Tranglo processed 3.23 million airtime transfer transactions with a total value of $7.3 million, representing a decrease of 21.4% in volume and 22.3% in value as compared to 4.11 million transactions with a total value of $9.4 million for the nine-month period ended September 30, 2023. For the nine-month period ended September 30, 2024, the airtime unique user accounts decreased to 531,000, representing a decline of 25.9% as compared to 716,500 for the nine-month period ended September 30, 2023. The monthly average unique sending accounts also decreased to 140,200 for the nine-month period ended September 30, 2024, representing a decline of 22.1% as compared to 180,000 for the nine-month period ended September 30, 2023.

Current report

WalletKu is an independent electronic platform in Indonesia directly facing end users, and allows its customers to purchase airtime and conduct internet data top-up. WalletKu platform also allows users to conduct cash top-up, transfers, and utility or bill payments. WalletKu is also a participant in the Indosat Cluster Partnership for managing the marketing work of Indosat telecommunication and airtime products in two cluster areas in Indonesia. WalletKu served approximately 130,502 customers as of September 30, 2024, distributing airtime with a total value of $9.7 million for the nine-month period ended September 30, 2024.

Current report

TNG Asia operates an eWallet operation in Hong Kong, targeting the niche market of overseas workers, i.e., Philippine and Indonesian overseas domestic workers living in Hong Kong. TNG Asia generates 80-95% of its revenue by offering the money remittance services to these overseas workers.

Current report

GEA is a remittance agent which mainly serves TNG Asia in remitting money to overseas countries. GEA provides a prefunding facility for TNG Asia and conducts foreign exchange (“Forex”) conversion for TNG Asia’s customers. GEA also provides currency conversion and remittance services for other clients and earns revenue via Forex spread markups.

Current report

Business Combination

Current report

On August 30, 2024 (the “Closing Date”), INFINT, INFINT Fintech Merger Sub Corp., a Cayman Islands exempted company and wholly owned subsidiary of INFINT (“Merger Sub”), and Seamless Group Inc., a limited liability company under the laws of the Cayman Islands (along with its wholly owned subsidiaries, “Seamless”), consummated a business combination pursuant to the business combination agreement, dated as of August 3, 2022, as amended (the “Business Combination Agreement”).

Current report

On the Closing Date, INFINT completed a series of transactions (the “Closing”) that resulted in the combination (the “Business Combination”) of INFINT with Seamless. On August 30, 2024, pursuant to the Business Combination Agreement, the Merger Sub merged with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT, and INFINT changed its name to Currenc Group Inc. (“Currenc”). The Company’s ordinary shares are listed on the Nasdaq Capital Market under the symbol “CURR”.

Current report

As consideration for the Business Combination, Currenc issued to Seamless shareholders an aggregate of 40,000,000 ordinary shares (the “Exchange Consideration”). In addition, Currenc issued 400,000 commitment shares to the PIPE investor (as described below) and an aggregate of 200,000 shares to vendors in connection with the Closing, issued promissory notes for approximately $5.7 million to EF Hutton LLC (“EF Hutton”), approximately $3.2 million to Greenberg Traurig LLP (“Greenberg Traurig”), and $603,623 to INFINT Capital LLC (the “Sponsor”), and entered into a $1.75 million PIPE Offering, as set forth below.

Current report

Simultaneous with the closing of the Business Combination, Currenc also completed a series of private financings, issuing a Convertible Note for $1.94 million, 400,000 commitment shares, and warrants to purchase 136,110 ordinary shares in a private placement to a PIPE investor (the “PIPE Offering”), which raised $1.75 million in net proceeds.

Current report

Pursuant to ASC 805-40,Reverse Acquisitions, for financial accounting and reporting purposes, Seamless was deemed the accounting acquirer with INFINT being treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the unaudited condensed consolidated financial statements of the Company represent a continuation of the financial statements of Seamless, with the Business Combination being treated as the equivalent of Seamless issuing stock for the net assets of INFINT, accompanied by a recapitalization. The net liabilities of INFINT were stated at historical cost, with no goodwill or other intangible assets recorded, and were consolidated with Seamless’ financial statements on the Closing Date. The number of Seamless common shares for all periods prior to the Closing Date have been retrospectively adjusted using the exchange ratio that was established in accordance with the Business Combination Agreement, after adjusting for the share repurchase.

Current report

See Note 3 to the consolidated financial statements,Reverse Recapitalization and Related Transactions, for additional information.

Current report

Major Factors Affecting Currenc’s Results of Operations

Current report

Currenc operates in the cross-border money remittance and international airtime transfer markets in Southeast Asia, and its results of operations and financial condition are significantly affected by general factors driving this market. It has benefited from rapid technological change, increased low cost and real time cross-border money transfer needs, as well as increased availability, quality and usage of mobile devices. It has also benefited significantly from the increasing Internet penetration, particularly mobile Internet penetration, in Asia, and also the increasing adoption of electronic wallets or storage vehicles. On the other hand, its international airtime transfer business may be adversely affected by the increasing adoption and thus wider availability of free Wi-Fi in public places and buildings in many Southeast Asian countries as well as other emerging countries. Currenc’s results of operations and financial condition are affected by the general factors driving the currency transfer, digital financial services, e-commerce and other industries in Southeast Asia. On the other hand, as the global digital remittance market has thrived and grown rapidly, more and more competitors have entered into the market and as a result, the market competition is intensifying. This has direct impact on the pricing power of Currenc, and thus its profitability.

Current report

Currenc’s ability to maintain and increase the size of its user base

Current report

Currenc’s revenue is largely driven by the number of users and the number of transactions on its remittance platforms, as well as the users on the airtime trading platforms. The larger the number of users on Currenc’s platforms and the larger the number of partners, including banks, e-Wallets and corporations that will join its network, the greater will be the number of transactions that drive its revenue. However, as the market competition is getting more intense, Currenc has to offer more price-competitive and highly efficient services in order to maintain and increase its user base.

Current report

Also, the larger the number of merchants and telecommunication companies using the platforms of airtime supplied by Tranglo’s airtime business and WalletKu, the higher the growth in business, and revenue of Currenc will be higher.

Current report

Currenc will strive to develop B2C markets in Southeast Asia and Middle East, so as to capture the retail remittance and airtime market. This development, if successfully launched, will generate significant clientele and synergy for Tranglo’s remittance and airtime businesses.

Current report

User engagement and monetization

Current report

Currently, Currenc’s global money transfer and airtime services are the foundation of its relationship with its users globally. It generates revenue on cross border money transfers and airtime transfer services. In particular, Currenc’s in-house cross-border payment processing B2B platform generates fees on money transfer orders it settles for banks and other money service operators around the world. Currenc will continue to drive adoption of its retail end users and financial institutions in using Currenc’s platform for money transfer, mass payout and collection services and payment processing business, as well as introduce new B2C financial services and airtime distribution services, in Southeast Asia and Middle East. Currenc believes it can leverage its expertise and knowhow to develop retail markets in Southeast Asia and Middle East, offering payment, remittances, airtime and other fintech services.

Current report

As for airtime business, Currenc will strive to expand its global airtime transfer coverage and telco partner network. The global airtime transfer business mainly serves migrant workers worldwide. As free Wi-Fi becomes more and more available to many Southeast Asian countries, the needs for migrant workers from these countries to send airtime back to their homelands diminish over time. Also, as Malaysia-Indonesia is currently the key global airtime corridor for Tranglo which contributed 51.6% of Tranglo’s global airtime revenue for the nine-month period ended September 30, 2024, Tranglo’s global airtime business could be adversely affected by the changes. Currenc needs to broaden its network and diversify its user base to other Asian countries like Pakistan, Middle East countries like UAE, Saudi Arabia, and African countries like Egypt, in order to expand its global airtime business in the future. Currenc will also seek to expand the network and coverage of WalletKu and offer a wider range of products and services for retail customers in Indonesia. Currenc believes the insights on its users generated by its existing services will enable it to develop new products and services for the existing markets, and also to explore and develop new markets for the services, and thereby generate more revenue for it.

Current report

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

Current report

Currenc strives to stay on the cutting edge of the financial technology by developing and launching new products and services to offer to both new and existing users and intends to continue investing in product development to build new products and services and to bring them to market.

Current report

Currenc’s existing users represent a sizable opportunity to cross-sell products and services with relatively low incremental marketing and advertising expenses. Currenc believes that there exists a significant synergy between its B2C eWallet and retail airtime business and its B2B cross border remittance business and global airtime transfer business. As such, it plans to continually invest in the product development of its existing platforms, and to also to explore and develop eWallet markets in various Southeast Asian and Middle East countries so as to expand its B2C business scope and create more synergy between its B2C and B2B businesses. To the extent that Currenc is able to create significant synergy between its operations, and to cross-sell products and services between different clienteles and countries, it expects its revenue and financial income to continue to grow and its margins to increase.

Current report

Currenc’s ability to operate in a cost-effective manner

Current report

Currenc’s ability to control costs and expenses relating to its operations affects its profitability. The global remittance market is evolving rapidly and new entrants to the market have driven market competition. This has a long term downward trend on the gross profit margin for the whole industry. In order to generate growing operating profits, players have to expand their market scope and scale, while on the other hand, control their operating costs. General and administrative expenses have historically represented the largest portion of Currenc’s total operating expenses. In particular, Currenc has invested significantly in hiring, training and retaining personnel and expects to continue to make significant investments in personnel as it grows its business and enters new geographies and offers new services. With the expansion of its business, Currenc expects its operating costs and expenses to continue to increase, including employee compensation and benefits, marketing and branding and other costs and expenses. The salary level in the fintech industry in and around Southeast Asia has generally increased in recent years, and Currenc believes it offers competitive wages and other benefits to recruit and retain quality professionals. As Currenc is to explore and develop the B2C markets in Southeast Asia and Middle East, Currenc’ operating model allows it to centralize a number of functions, including technology development, operating system infrastructure building as well as certain general and administrative services. This will allow Currenc to increase efficiencies across each of its businesses and further increase its overall operating leverage.

Current report

Currenc’s partner network

Current report

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

Current report

Tranglo’s business has a large portfolio of blue-chip customers across both its payment and airtime transfer segments, including WISE, SingTel, Remitly, SBI Japan, Mastercard, WeChat Pay HK, Maxis, Etisalat and Ding. By continuing to develop Tranglo’s technological infrastructure, Currenc will be able to handle larger volumes of money transfer and settlement and open new business opportunities, both in money transfer and airtime businesses, which in turn will allow it to attract more customers. The ability of Currenc to maintain and develop new partners will have the direct impact on its business scope and scale.

Current report

As Currenc is to develop new B2C markets in Southeast Asia and Middle East, it could bring in new partners for Tranglo and WalletKu so as to create significant business synergy and cross selling between different business segments of Currenc.

Current report

Expansion into new markets and acquisitions

Current report

As part of Currenc’s strategy of expansion, it has in the past acquired, and may, from time to time, acquire businesses or interests in businesses, including non-controlling interests, form joint ventures or create strategic alliances. In the future, Currenc will strive to develop its B2C businesses in Southeast Asia and Middle East, focusing on various fintech and airtime trading services. It expects to replicate and further develop the existing B2C eWallet, payment, remittance, airtime trading business model in Southeast Asian and Middle East countries, in particular the Philippines, Indonesia, Cambodia, Vietnam, Abu Dhabi and Saudi Arabia. Currenc will continually evaluate potential strategic acquisitions of businesses or products with the aim of expanding its user and revenue base, widening its geographic coverage and increasing its product range. In addition, Currenc’s ability to leverage its existing distribution network to expand its product offering across its current markets and replicate its success in Southeast Asian and Middle East countries where it operates will affect its growth and results of operations. It expects that its growth prospects will continue to be significantly affected by its ability to expand its business in new and existing markets.

Previous report

References in this report to “we,” “us” or the “Company” refer to INFINT Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to InFinT Capital LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the annual financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Previous report

Cautionary Note Regarding Forward-Looking Statements

Previous report

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements, as that term is defined under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this Quarterly Report on Form 10-Q, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Quarterly Report should be read as being applicable to all forward-looking statements whenever they appear in this Quarterly Report on Form 10-Q. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, those detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Previous report

Business Combination Agreement; Extensions

Previous report

On August 3, 2022, the Company, entered into a business combination agreement, which was amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023 (as amended and it may be further amended from time to time, collectively, the “Business Combination Agreement”), with FINTECH Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of INFINT (“Merger Sub”), and Seamless Group Inc., a Cayman Islands exempted company (“Seamless”). If the Business Combination Agreement is approved by the Company’s shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of the Company (the “merger” and the merger and the other transactions contemplated by the Business Combination Agreement, together, the “Business Combination”).

Previous report

On November 22, 2022, in accordance with the terms of the Business Combination Agreement, as amended, Seamless deposited additional funds in the amount of $2,999,982 to the Trust Account to automatically extend the date by with the Company must consummate a business combination from November 23, 2022 to February 23, 2023. On February 13, 2023, at the extraordinary general meeting the Company’s shareholders approved the First Extension Proposal to amend the Company’s Charter to extend the date that the Company has to consummate a business combination from February 23, 2023 to the First Extended Date. Under Cayman Islands law, the amendment to the Charter took effect upon approval of the First Extension Proposal. Accordingly, the Company had until August 23, 2023 to consummate its initial business combination. In connection with the votes to approve the First Extension Proposal, the holders of 10,415,452 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share, for an aggregate redemption amount of approximately $109.31 million, leaving approximately $100.59 million in the Trust Account.

Previous report

On August 18, 2023, the Company’s shareholders approved the Second Extension Proposal to amend the Charter to extend the date that the Company has to consummate a business combination from August 23, 2023 to the Second Extended Date. Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Second Extension Proposal. Accordingly, the Company had until February 23, 2024 to consummate its initial business combination. In connection with the votes to approve the Second Extension Proposal, the holders of 2,176,003 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.94 per share, for an aggregate redemption amount of approximately $23.8 million, leaving approximately $81.1 million in the Trust Account.

Previous report

In accordance with the Business Combination Agreement, as amended, and the approval of the Second Extension Proposal, additional funds in the amount of $160,000 were deposited into the Trust Account, and the required contributions continued to be deposited on or before the 23rd day of each subsequent calendar month into the Trust Account until February 23, 2024 or such earlier date that the board determines to liquidate the Company or the date an initial business combination is completed.

Previous report

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. Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Third Extension Proposal. Accordingly, the Company now has until November 23, 2024 to consummate its initial business 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.

Previous report

In accordance with the Business Combination Agreement, as amended, additional funds in the amount of $80,000 were deposited by Seamless to the Trust Account on February 20, 2024, and the required contributions will continue to be deposited on or before the 23rd day of each subsequent calendar month into the Trust Account until the Third Extended Date or the date an initial business combination is completed. As of August 1, 2024, a total of $640,000 has been deposited into the Trust Account as such required contributions.

Previous report

On July 15, 2024, the Company filed the proxy statement in connection with the extraordinary general meeting of the Company’s shareholders that was held on August 6, 2024 regarding the Business Combination. On August 6, 2023, the Company’s shareholders approved the proposed Business Combination and related proposals. The proposed Business Combination is expected to close on or around to August 20, 2024, subject to the satisfaction of certain closing conditions. Upon closing of the proposed Business Combination described above, the Company will change its name to Currenc Group Inc. The Company’s securities will be delisted from NYSE and it is expected that the post-combination company’s ordinary shares will be listed on Nasdaq under the symbol “CURR.” The Company will not have any units outstanding following the consummation of the Business Combination.

Previous report

NYSE Notice

Previous report

On January 19, 2024, the Company received a notification (the “Notice”) from NYSE informing us that, because the number of public shareholders is less than 300, the Company is not in compliance with Section 802.01B ofthe NYSE Listed Company Manual (the “Listing Rule”). The Listing Rule requires the Company to maintain a minimum of 300 public stockholders on a continuous basis. The Notice specifies that the Company has 45 days to submit a business plan (the “Plan”) that demonstrates how the Company expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice. On March 27, 2024, NYSE Regulation notified the Company in writing the Plan was accepted, and that the Company will be subject to periodic reviews including quarterly monitoring for compliance with the Plan during the period of the Plan, which expires on November 23, 2024. Currently, the Company’s Class A ordinary shares and units continue to be listed on NYSE.

Previous report

Our only activities through June 30, 2024 were organizational activities, those necessary to consummate the IPO, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Previous report

For three months ended June 30, 2024, we had net income of $174,050, which consisted of operating costs of $537,075, offset by interest earned on marketable securities held in the Trust Account of $711,125.

Previous report

For six months ended June 30, 2024, we had net income of $764,153, which consisted of operating costs of $896,072, offset by interest earned on marketable securities held in the Trust Account of $1,660,225.

Previous report

For three months ended June 30, 2023, we had net income of $721,929, which consisted of operating costs of $496,846, offset by interest earned on marketable securities held in the Trust Account of $1,218,775.

Previous report

For six months ended June 30, 2023, we had net income of $1,720,167, which consisted of operating costs of $1,129,766, offset by interest earned on marketable securities held in the Trust Account of $2,849,933.

Previous report

On November 23, 2021, the Company consummated the Initial Public Offering of 17,391,200 Units. Each Unit consists of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant, with each whole warrant (“Warrant”) entitling the holder to purchase one ordinary share at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $173,912,000.

Previous report

Simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement of 7,032,580 warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $7,032,580, to the Sponsor. The Private Placement Warrants are identical to the Warrants sold in the Initial Public Offering.

Previous report

On November 23, 2021, the Company consummated the sale of an additional 764,262 Private Placement Warrants in connection with the underwriter’s exercise of its over-allotment option to purchase an additional 2,608,680 Units for gross proceeds of $26,086,800. The Private Placement Warrants were sold at $1.00 per Private Placement Warrant, generating additional gross proceeds of $764,262. Following the closing of the over-allotment option, the Company generated total gross proceeds of $207,795,642 from the Initial Public Offering and the Private Placement, of which the Company raised $199,998,800 in the Initial Public Offering, $7,796,842 in the Private Placement and of which $202,998,782 was placed in the Company’s Trust Account established in connection with the Initial Public Offering.

Previous report

For the six months ended June 30, 2024, cash used in operating activities was $351,026. Net income of $764,153 was offset by interest earned on marketable securities held in the Trust Account of $1,660,225. Changes in operating assets and liabilities used $545,046 of cash for operating activities. Cash from investing activities consisted of cash withdrawn from the trust account of $30,285,815 net with additional investments in the trust account of $560,000. Cash used in financing activities consisted of the redemption of ordinary shares of $30,285,815 net with contributions for the extension of $560,000 and proceeds from working capital loan of $316,297.

Previous report

For the six months ended June 30, 2023, cash used in operating activities was $334,651. Net income of $1,720,167 was offset by interest earned on marketable securities held in the Trust Account of $2,849,933. Changes in operating assets and liabilities used $795,115 of cash for operating activities. Cash from investing activities consisted of cash withdrawn from the trust account of $109,309,854 net with additional investments in the trust account of $1,450,000. Cash used in financing activities consisted of the redemption of ordinary shares of $109,309,854 net with contributions for the extension of $1,450,000 and proceeds from working capital loan of $75,000.

Previous report

At June 30, 2024, we had marketable securities held in the Trust Account of $55,457,522 consisting of securities held in a money market fund and government bonds that invests in United States government treasury bills, bonds or notes with a maturity of 185 days or less. Through June 30, 2024, we did not withdraw any interest earned on the Trust Account to pay our taxes. We intend to use substantially all of the funds held in the Trust Account, to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a Business Combination, the remaining funds held in the Trust Account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

Previous report

At June 30, 2024, we have available to us $8,780 of cash on our operating account and working capital deficit of $5,412,119. We will use these funds primarily to find and evaluate target businesses, perform business, legal, and accounting due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. The interest income earned on the investments in our trust account are unavailable to fund operating expenses.

Previous report

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (such loans, “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.00 per warrant. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Previous report

On May 1, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $150,000 to the Sponsor which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company. The Note does not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding under the Note into that number of private placement warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

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On 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. The Amended Note amended, replaced and superseded in its entirety the Note, and any unpaid principal balance of the indebtedness evidenced by the Note has been merged into and evidenced by the Amended Note. The Amended Note does not bear interest and the principal balance will be payable on the Maturity Date. In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding under the Amended Note into that number of Working Capital Warrants equal to the portion of the principal amount of the Amended Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants issued by the Company at the time of its Initial Public Offering, as described in the prospectus for the Initial Public Offering, dated November 22, 2021 and filed with the SEC, including the transfer restrictions applicable thereto. The Amended Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Amended Note and all other sums payable with regard to the Amended Note becoming immediately due and payable. As of June 30, 2024, $325,000 is outstanding under the Note.

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On March 6, 2024, the Company issued an unsecured promissory note (the “Seamless Note”) in the principal amount of up to $500,000 to Seamless, which may be drawn down from time to time prior to the Maturity Date upon request by the Company. The Seamless Note does not bear interest and the principal balance will be payable on the Maturity Date. The Seamless Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Second Note and all other sums payable with regard to the Seamless Note becoming immediately due and payable. As of June 30, 2024, $316,297 was outstanding pursuant to the Note.

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We will have until the Third Extended Date to consummate our initial Business Combination. In accordance with the Business Combination Agreement, as amended, and the approval of the Third Extension Proposal, additional funds in the amount of $560,000 were deposited into the Trust Account as of June 30, 2024, and the required contributions will continue to be deposited on or before the 23rd day of each subsequent calendar month into the Trust Account until November 23, 2024 or such earlier date that the board determines to liquidate INFINT the Company or the date an initial business combination is completed. As of August 1, 2024, a total of $640,000 has been deposited to the Trust Account as required contributions.

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Based on the foregoing, management believes that the Company expects to continue to incur significant costs in pursuit of the consummation of a Business Combination. The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from notes payable and from the issuance of common stock. However, the $8,780 in cash might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements. Additionally, the Combination Period is less than one year from the date of the issuance of the financial statements. As a result, there is substantial doubt that the Company can sustain operations for a period of at least one-year from the issuance date of these financial statements for the next twelve months from the issuance of these financial statements.

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Our only activities through June 30, 2024 were organizational activities, those necessary to consummate the Initial Public Offering, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

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Off-Balance Sheet Financing Arrangements

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We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

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We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement to pay our Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on November 23, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

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In connection with our initial Business Combination, we are obligated to pay our expenses relating thereto, including the deferred underwriting commission payable to our underwriter in an amount equal to 3.0% of the total gross proceeds raised in the offering, or $5,999,964, upon consummation of our initial Business Combination.

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Critical Accounting Estimates

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The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

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Recent Accounting Standards

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Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.