DigiAsia Indonesia Revamps Strategy, Shifts from Super App to Simple App to Strengthen Embedded Finance GrowthAugust 18, 2025 9:07 AM EDT | Source: DigiAsia CorpJakarta, Indonesia--(Newsfile Corp. - August 18, 2025) - DigiAsia Bios (NASDAQ: FAAS), a leading embedded finance provider in Indonesia, today announced a strategic shift in its business model, moving away from a "super app" approach toward a streamlined "simple app" strategy. This transition reflects the company's renewed focus on enh ...

Core Insights - DigiAsia Corp reported a 45% increase in revenue for the first half of 2024, reaching over $51 million compared to $35.3 million in the same period of 2023, indicating strong operational leverage and demand for its services [2][6] - The company's net loss improved by 59%, reducing to approximately $1.48 million from $3.68 million in the first half of 2023, reflecting effective execution and growing enterprise demand for its API-driven platform [2][6][7] Financial Highlights - Revenue for the first half of 2024 was $51,110,222, up 45% from $35,321,776 in the first half of 2023 [6] - Net loss was reduced to -$1,478,828, improving 59% from -$3,675,431 in the first half of 2023 [6] Business Strategy and Future Outlook - DigiAsia is planning to establish a corporate Bitcoin treasury to strengthen its balance sheet and align with its digital-first asset strategy, reflecting a commitment to blockchain-based financial infrastructure [3] - The company aims to expand its AI-powered Fintech-as-a-Service solutions across Southeast Asia, India, and the Middle East, enhancing financial inclusion through its embedded finance APIs [4]

Core Viewpoint - DigiAsia Corp. has appointed D. Boral Capital as the exclusive placement agent for a proposed capital raise of up to $100 million to establish and manage a Bitcoin treasury reserve, marking a significant corporate crypto treasury initiative in 2025 [1][3]. Group 1: Company Strategy - The capital raised will be allocated to DigiAsia's Bitcoin treasury reserve, which is one of the most significant initiatives launched by a NASDAQ-listed firm in 2025 [1]. - The appointment of D. Boral Capital reflects DigiAsia's commitment to partnering with experienced capital markets advisors to accelerate its treasury transformation through digital assets [2]. - DigiAsia aims to solidify its position as a pioneer in regulated corporate crypto treasury strategy, with plans to complete the initial raise and begin Bitcoin acquisitions in Q3 2025 [3]. Group 2: Financial Structure and Execution - D. Boral Capital will lead the structuring, syndication, and placement of the financing strategy, which includes equity-linked offerings, convertible instruments, and institutional crypto finance solutions [2]. - The treasury will be deployed through a secure, yield-generating structure utilizing licensed digital asset custodians and financial institutions [3]. - Investor outreach and institutional allocation programs are set to commence immediately as part of the capital raise process [4]. Group 3: Company Background - DigiAsia Corp. is a Nasdaq-listed fintech-as-a-service platform that delivers digital banking, payments, and embedded finance solutions across Southeast Asia and emerging markets [5]. - The company is expanding into AI-driven finance and crypto-enabled treasury solutions, indicating a forward-looking approach to financial technology [5]. - D. Boral Capital is a global investment bank dedicated to providing strategic advisory and tailored financial solutions to middle-market and emerging growth companies [6].

Group 1 - DigiAsia Corp is launching a $100 million Bitcoin treasury initiative to enhance its Bitcoin reserves and strengthen its position in digital asset management [1][2] - The company is in the process of shortlisting investment banks to assist in the capital raise, with a lead bank expected to be appointed soon [1][2] - This initiative is part of a broader strategy to accelerate institutional Bitcoin acquisition and is one of the largest corporate crypto treasury efforts announced in 2025 [2][3] Group 2 - DigiAsia plans to begin initial Bitcoin purchases in Q3 2025 and will provide updates on the capital raise and acquisition milestones in the near future [3] - The selected investment bank will help structure a multi-channel capital raise, including equity-linked offerings and convertible note structures for institutional investors [5] - The initiative aims to create shareholder value through Bitcoin capital appreciation and regulated yield generation [2][5] Group 3 - DigiAsia operates as a fintech-as-a-service provider, focusing on emerging markets and offering APIs for SMEs to integrate financial services [4] - The company is expanding AI-driven financial solutions across Southeast Asia, India, and the Middle East [4]

Core Insights - DigiAsia Corp. has fully deployed its AI-powered Fraud Detection System across its mobile wallet services, enhancing transaction security and regulatory compliance [1][2][7] - The system has received approval from Bank Indonesia, indicating its effectiveness in meeting regulatory standards [1][7] - Prominent partners, including Home Credit, Tokopedia, and Citibank, have recognized the positive impact of this technology on their operations [2] Company Overview - DigiAsia Corp. operates as a Fintech-as-a-Service (FaaS) provider, focusing on B2B2X models in emerging markets [4] - The company offers a range of financial services, including cashless payments, digital wallets, and digital banking, aimed at driving financial inclusion [4] - DigiAsia is expanding its AI-powered solutions across Southeast Asia, India, and the Middle East [4] Technology and Security Enhancements - The AI-driven security system utilizes advanced algorithms for real-time transaction analysis, identifying fraudulent patterns and minimizing false positives [7] - The infrastructure is scalable, leveraging GPU technology to handle high transaction volumes and adapt to new fraud tactics [7] - The system enhances regulatory compliance, particularly in transaction monitoring and anti-money laundering efforts [7] Strategic Partnerships and Investments - The integration of the advanced security solution has increased trust among DigiAsia's B2B partners, such as PT Kereta Api Indonesia and Adira Finance [7] - Mastercard's strategic investment in DigiAsia underscores the potential of its technology to transform digital finance in emerging markets [7]

Part I [Item 1. Business](index=7&type=section&id=Item%201.%20Business) StoneBridge, a blank check company, completed its business combination with DigiAsia Bios Pte. Ltd. on April 2, 2024 - StoneBridge is a **blank check company** formed to effect a merger, share exchange, or similar business combination[25](index=25&type=chunk) - On January 5, 2023, the company entered into a **business combination agreement with DigiAsia Bios Pte. Ltd.** ("DigiAsia")[32](index=32&type=chunk) - The initial business combination with DigiAsia was **consummated on April 2, 2024**[60](index=60&type=chunk) - The company has obtained **multiple extensions** to complete its business combination, extending the deadline to **July 20, 2024**, funded by its Sponsor through deposits into the Trust Account[31](index=31&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) | IPO Details | Value | | :--- | :--- | | **IPO Date** | July 20, 2021 | | **Units Offered** | 20,000,000 | | **Price per Unit** | $10.00 | | **Gross Proceeds** | $200,000,000 | | **Trust Account Initial Deposit** | $202,000,000 (including private placement proceeds) | [Item 1A. Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks, including a 'going concern' warning and material weaknesses in internal controls - The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a "**going concern**" due to its working capital deficit and need for capital[105](index=105&type=chunk) - The company has identified **material weaknesses** in its internal control over financial reporting related to accounting for **complex financial instruments** (like warrants and redeemable shares) and **incomplete accounting for accruals**[371](index=371&type=chunk)[373](index=373&type=chunk) - The requirement to complete a business combination within a **prescribed timeframe** (**36 months** as extended) may give target businesses leverage in negotiations and reduce due diligence time[130](index=130&type=chunk)[131](index=131&type=chunk) - The Sponsor, officers, and directors have **conflicts of interest** as their Founder Shares and Private Placement Warrants will be **worthless** if a business combination is not completed, incentivizing them to complete a deal that may not be advantageous to public shareholders[165](index=165&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) - The company may be considered a **Passive Foreign Investment Company (PFIC)**, which could result in adverse U.S. federal income tax consequences for U.S. investors[272](index=272&type=chunk) [Item 1B. Unresolved Staff Comments](index=62&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments - **Not applicable**[379](index=379&type=chunk) [Item 1C. Cybersecurity](index=62&type=section&id=Item%201C.%20Cybersecurity) The company does not consider itself to face significant cybersecurity risk and lacks a formal risk management program - The company does **not consider itself to face significant cybersecurity risk** and has **not adopted a formal risk management program**[380](index=380&type=chunk) [Item 2. Properties](index=62&type=section&id=Item%202.%20Properties) The company's executive offices are provided by its Sponsor for a $10,000 monthly fee; it owns no real estate - The company's executive office space is provided by its Sponsor for a fee of **$10,000 per month**[381](index=381&type=chunk) [Item 3. Legal Proceedings](index=62&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings or aware of adverse legal exposures - The company is **not currently a party to any material legal proceedings**[382](index=382&type=chunk) [Item 4. Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - **Not Applicable**[383](index=383&type=chunk) Part II [Item 5. Market for Registrant's Units, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=63&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Units%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on Nasdaq; no dividends are paid prior to a business combination | Security | Trading Symbol | | :--- | :--- | | Units | APACU | | Class A ordinary shares | APAC | | Warrants | APACW | - The company has **not paid any cash dividends** and does not intend to before completing a business combination[387](index=387&type=chunk) - Simultaneously with the IPO, the company sold **8,000,000 Private Placement Warrants** at **$1.00 each**, generating **$8,000,000** in gross proceeds[390](index=390&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=64&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported a net loss in 2023, a working capital deficit, and a going concern warning | Financial Metric | For the Year Ended Dec 31, 2023 | For the Year Ended Dec 31, 2022 | | :--- | :--- | :--- | | **Net (Loss) Income** | ($63,563) | $10,006,245 | | **Operating Expenses** | $2,074,824 | $1,368,675 | | **Interest Income (Trust)** | $2,006,969 | $2,920,785 | | **Change in Fair Value of Warrants** | $0 | $8,452,000 | | Liquidity Position | As of Dec 31, 2023 | | :--- | :--- | | **Cash in Operating Account** | $104,859 | | **Securities in Trust Account** | $27,516,260 | | **Working Capital Deficit** | ($4,872,530) | - Management has determined that there is **substantial doubt** about the Company's ability to continue as a **going concern**, given its liquidity condition and the mandatory liquidation date of **July 20, 2024**, if a business combination is not completed[406](index=406&type=chunk)[571](index=571&type=chunk) - The underwriters are entitled to a deferred fee of **$9,000,000**, payable from the trust account only upon completion of a business combination[408](index=408&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=68&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting and financial disclosure - **None**[421](index=421&type=chunk) [Item 9A. Controls and Procedures.](index=68&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Disclosure controls were ineffective due to material weakness in accounting for complex financial instruments - As of December 31, 2023, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **not effective**[423](index=423&type=chunk) - The ineffectiveness is due to a **material weakness** in internal control over financial reporting concerning the accounting for **complex financial instruments**[423](index=423&type=chunk) - Management's report on internal controls also concluded that they were **not effective** as of December 31, 2023[427](index=427&type=chunk) - Remediation plans include enhancing access to accounting literature, research materials, and increasing communication with third-party professionals[424](index=424&type=chunk)[428](index=428&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=71&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Biographical information for officers and directors, board structure, and potential conflicts of interest are detailed - The board has standing **Audit and Compensation committees**[450](index=450&type=chunk) - The company discloses **numerous potential conflicts of interest**, as its officers and directors have fiduciary or contractual duties to other entities that may compete for acquisition opportunities[464](index=464&type=chunk)[468](index=468&type=chunk) - The company's amended and restated memorandum and articles of association include a provision **renouncing any interest or expectancy** in corporate opportunities presented to its directors or officers[465](index=465&type=chunk) - CEO Bhargava Marepally received an adjudication order from the Securities and Exchange Board of India in 2013 for violating certain trading regulations, resulting in a penalty of approximately **$9,220**[447](index=447&type=chunk) [Item 11. Executive Compensation](index=80&type=section&id=Item%2011.%20Executive%20Compensation) Executive officers receive no cash compensation; incentives are tied to Sponsor-held Founder Shares and Warrants - Officers and directors receive **no cash compensation** prior to a business combination[472](index=472&type=chunk) - The company pays its Sponsor **$10,000 per month** for office space, administrative, and support services; for the year ended December 31, 2023, this amounted to **$120,000**[474](index=474&type=chunk) - The primary financial incentive for officers and directors is their **indirect interest in the Founder Shares and Private Placement Warrants**, which could become profitable only upon a successful business combination[472](index=472&type=chunk)[473](index=473&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=81&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) StoneBridge Acquisition Sponsor LLC holds 69.3% of total outstanding shares; Citadel Advisors LLC owns 8.7% of Class A shares | Beneficial Owner | Class B Shares Owned | % of Class B | % of Total Outstanding Shares | | :--- | :--- | :--- | :--- | | StoneBridge Acquisition Sponsor LLC | 5,000,000 | 100.0% | 69.3% | | Bhargava Marepally (CEO) | 5,000,000 | 100.0% | 69.3% | | Prabhu Antony (CFO) | 5,000,000 | 100.0% | 69.3% | | All directors and executive officers as a group | 5,000,000 | 100.0% | 69.3% | - Citadel Advisors LLC and its affiliates are reported as beneficial owners of **625,002 Class A ordinary shares**, representing **8.7%** of the class[478](index=478&type=chunk)[480](index=480&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=82&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Details related party transactions, including Sponsor's Founder Shares purchase and administrative fees - The Sponsor purchased **5,000,000 Founder Shares** for **$25,000**[482](index=482&type=chunk) - As of **December 31, 2023**, the company had a Note Payable to a related party (the Sponsor) of **$2,963,895**, primarily for funds advanced to extend the business combination deadline and for operating costs[485](index=485&type=chunk)[602](index=602&type=chunk) - The company pays the Sponsor **$10,000 per month** for administrative services[486](index=486&type=chunk) - The board of directors has determined that Mses. Barnes and Naidoo, and Messrs. Saldanha, Najarian, and Kothari are **independent directors**[496](index=496&type=chunk) [Item 14. Principal Accountant Fees and Services](index=85&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) BDO India LLP was appointed as new accountant; 2023 fees disclosed for current and former firms - The company appointed **BDO India LLP** as its new independent accountant on **March 20, 2024**[498](index=498&type=chunk) | Accountant | Service | Fees for Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | **BDO India LLP** | Audit Fees | ~$60,000 | | **Marcum LLP (Former)** | Audit Fees | ~$184,225 | Part IV [Item 15. Exhibits, Financial Statement Schedules](index=86&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed, including the Business Combination Agreement and other key agreements - Key exhibits filed include the **Business Combination Agreement** with DigiAsia and its subsequent amendments, which detail the terms of the merger[505](index=505&type=chunk) - Other significant exhibits include the **Warrant Agreement**, **Registration Rights Agreement**, and the **Administrative Services Agreement** with the Sponsor[505](index=505&type=chunk)[506](index=506&type=chunk) [Item 16. Form 10-K Summary](index=89&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports that there is no Form 10-K summary - **None**[508](index=508&type=chunk) Financial Statements and Notes [Financial Statements](index=91&type=section&id=Financial%20Statements) Financial statements show total assets of $27.6 million, a net loss in 2023, and significant share redemptions | Balance Sheet Highlights | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$27,621,119** | **$206,195,454** | | Investments held in Trust Account | **$27,516,260** | **$205,927,087** | | **Total Liabilities** | **$14,517,389** | **$11,346,469** | | Deferred underwriting fee payable | **$9,000,000** | **$9,000,000** | | **Total Shareholders' Deficit** | **($14,412,530)** | **($11,078,102)** | | Statement of Operations Highlights | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | | **Net (Loss) Income** | **($63,563)** | **$10,006,245** | | **Loss from operations** | **($2,074,824)** | **($1,368,675)** | | **Change in fair value of warrant liability** | $0 | **$8,452,000** | - The number of Class A ordinary shares subject to possible redemption decreased from **20,000,000** at year-end 2022 to **2,425,969** at year-end 2023 due to significant redemptions[532](index=532&type=chunk) [Notes to Financial Statements](index=98&type=section&id=Notes%20to%20Financial%20Statements) Notes detail the DigiAsia combination, going concern uncertainty, share redemptions, and related party transactions - The company's business combination with DigiAsia was completed on **April 2, 2024**[643](index=643&type=chunk) - Management has determined there is **substantial doubt** about the company's ability to continue as a **going concern** due to its liquidity condition and the mandatory liquidation date if a business combination is not completed[570](index=570&type=chunk)[571](index=571&type=chunk) - In 2023, shareholders redeemed a total of **17,574,031 shares** in January and **585,456 shares** in July, withdrawing approximately **$175.3 million** and **$6.4 million** from the trust account, respectively[568](index=568&type=chunk)[569](index=569&type=chunk) - As of **Dec 31, 2023**, the company had a Note Payable to its Sponsor of **$2,963,895**, which includes funds for extension payments and operating costs[602](index=602&type=chunk) - The company's public and private warrants are accounted for as a liability at fair value, with a total fair value of **$540,000** as of **December 31, 2023**[619](index=619&type=chunk)[638](index=638&type=chunk)

[Explanatory Note](index=5&type=section&id=Explanatory%20Note) This section details the April 2, 2024 business combination of StoneBridge and DigiAsia, forming New DigiAsia and listing on Nasdaq - On April 2, 2024, DigiAsia Corp. (formerly StoneBridge Acquisition Corporation) completed its business combination with DigiAsia Bios Pte. Ltd.[8](index=8&type=chunk) - As a result of the combination, DigiAsia became a wholly-owned subsidiary of New DigiAsia[12](index=12&type=chunk) - The company's Ordinary Shares and Warrants commenced trading on the Nasdaq Capital Markets on April 3, 2024, under the symbols "FAAS" and "FAASW," respectively[12](index=12&type=chunk) - Certain members of DigiAsia's management are entitled to up to **5,000,001 Earnout Shares** based on the terms of the Business Combination Agreement[11](index=11&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=6&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section warns that forward-looking statements carry significant risks and uncertainties, and the company does not commit to updating them - The report includes forward-looking statements concerning the business combination, results of operations, financial condition, growth, and strategies[15](index=15&type=chunk) - Key risks that could cause actual results to differ include the ability to maintain Nasdaq listing, price volatility of securities, ability to implement business plans, competition in the fintech industry, and technological changes[17](index=17&type=chunk) - The company cautions readers not to place undue reliance on these statements and, except as required by law, does not plan to publicly revise them[18](index=18&type=chunk) [PART I](index=7&type=section&id=PART%20I) [ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS](index=7&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) This item identifies the key personnel and advisors for New DigiAsia, incorporating information on directors, senior management, legal counsels, and the auditor by reference [Directors and Senior Management](index=7&type=section&id=1.A%20Directors%20and%20Senior%20Management) Information regarding the directors and executive officers of New DigiAsia is incorporated by reference, with their business address provided - The business address for all directors and executive officers of New DigiAsia is One Raffles Place 28-02, Singapore 048616[21](index=21&type=chunk) [Advisers](index=7&type=section&id=1.B%20Advisers) The company's legal advisors are identified, including counsel for DigiAsia and New DigiAsia post-combination - Legal counsel for New DigiAsia includes Winston & Strawn LLP for U.S. Federal law and Conyers Dill & Pearman LLP for Cayman Islands law[22](index=22&type=chunk) [Auditors](index=7&type=section&id=1.C%20Auditors) Following the business combination, New DigiAsia retained BDO India LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2023 - BDO India LLP was retained as New DigiAsia's independent registered public accounting firm for the year ending December 31, 2023[23](index=23&type=chunk) [ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE](index=7&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This item is not applicable to this Shell Company Report [ITEM 3. KEY INFORMATION](index=7&type=section&id=ITEM%203.%20KEY%20INFORMATION) This item provides key financial data and risk factor information, including unaudited pro forma combined capitalization and incorporated risk factors [Capitalization and Indebtedness](index=7&type=section&id=3.B%20Capitalization%20and%20Indebtedness) This section presents the unaudited pro forma combined capitalization of New DigiAsia as of September 30, 2023, totaling approximately $23.1 million Unaudited Pro Forma Combined Capitalization (as of September 30, 2023) | Metric | Amount (US$) | | :--- | :--- | | Cash and cash equivalents | $ 1,235,842 | | Equity | $ 12,842,875 | | Total debt | $ 10,207,831 | | **Total capitalization** | **$ 23,050,706** | [Risk Factors](index=8&type=section&id=3.D%20Risk%20Factors) The risk factors associated with New DigiAsia are incorporated by reference from the Proxy Statement/Prospectus - A description of risk factors is incorporated by reference from the Proxy Statement/Prospectus[26](index=26&type=chunk) [ITEM 4. INFORMATION ON THE COMPANY](index=8&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This item covers the company's history, business overview, organizational structure, and properties, clarifying New DigiAsia's post-merger status and operations through DigiAsia [History and Development of the Company](index=8&type=section&id=4.A%20History%20and%20Development%20of%20the%20Company) DigiAsia Corp. was incorporated in the Cayman Islands on February 2, 2021, as StoneBridge Acquisition Corporation, operating as a "foreign private issuer" - The company was incorporated in the Cayman Islands on February 2, 2021, as StoneBridge Acquisition Corporation[27](index=27&type=chunk) - The company is a "foreign private issuer" and is exempt from certain SEC rules, such as proxy statement regulations and Section 16 "short-swing" profit recovery provisions[28](index=28&type=chunk) [Business Overview](index=8&type=section&id=4.B%20Business%20Overview) Post-business combination, all company operations are conducted through DigiAsia and its subsidiaries, with detailed business information incorporated by reference - Following the business combination, all of the company's business is conducted through DigiAsia and its subsidiaries[30](index=30&type=chunk) [Organizational Structure](index=9&type=section&id=4.C%20Organizational%20Structure) Upon the closing of the business combination, DigiAsia became a wholly-owned subsidiary of New DigiAsia, with the detailed organizational chart incorporated by reference - DigiAsia is a wholly owned subsidiary of New DigiAsia[31](index=31&type=chunk) [Property, Plants and Equipment](index=10&type=section&id=4.D%20Property%2C%20Plants%20and%20Equipment) The company's property, plants, and equipment are held through its subsidiary, DigiAsia, with specific information incorporated by reference - Information regarding property, plants, and equipment is held through DigiAsia and is incorporated by reference[32](index=32&type=chunk) [ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](index=10&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) The discussion and analysis of the financial condition and results of operations are conducted through DigiAsia and its subsidiaries, incorporated by reference [ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES](index=10&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This item addresses the company's management, compensation, board practices, and employees, with all detailed information incorporated by reference [ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS](index=10&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details the beneficial ownership of the company's shares post-combination, identifying major shareholders and incorporating related party transaction information by reference [Major Shareholders](index=11&type=section&id=7.A%20Major%20Shareholders) This section details the beneficial ownership of Ordinary Shares as of April 5, 2024, listing major shareholders and the collective holdings of directors and executive officers - Beneficial ownership is calculated based on **60,691,837 Ordinary Shares** outstanding as of April 5, 2024[42](index=42&type=chunk) Major Shareholders (5% or more) | Shareholder | % of Ordinary Shares | | :--- | :--- | | Interchange Payment Group Holding Ltd. | 16.8% | | Mastercard Asia Pacific Pte. Ltd. | 8.8% | | StoneBridge Acquisition Sponsor LLC and BP SPAC Sponsor LLC | 7.8% | | Grand Mavericks Limited | 7.4% | | Pay Square Capital Pte. Ltd | 5.3% | | Rajnish Gopinath | 5.2% | Beneficial Ownership by Key Directors and Officers | Director / Officer | % of Ordinary Shares | | :--- | :--- | | Alexander Rusli | 12.8% | | Prashant Gokarn | 11.6% | | Bhargav Marepally | 7.8% | | Prabhu Antony | 7.8% | | All directors and executive officers as a group (8 individuals) | 41.5% | [Related Party Transactions](index=13&type=section&id=7.B%20Related%20Party%20Transactions) Information regarding related party transactions for both DigiAsia and New DigiAsia is incorporated by reference from the Proxy Statement/Prospectus - Details on related party transactions are incorporated by reference[46](index=46&type=chunk) [ITEM 8. FINANCIAL INFORMATION](index=13&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This item refers to the company's financial statements in Item 18, incorporates legal proceedings and dividend policy by reference, and reports no significant changes - The company reports no significant changes have occurred since the date of the financial statements included in the report[48](index=48&type=chunk) [ITEM 9. THE OFFER AND LISTING](index=13&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) This section confirms the listing of the company's Ordinary Shares and Warrants on the Nasdaq Capital Markets and notes the risk of delisting if requirements are not met - Ordinary Shares and Warrants are listed on the Nasdaq Capital Markets under the symbols "FAAS" and "FAASW," respectively[48](index=48&type=chunk)[50](index=50&type=chunk) - Information regarding lock-up restrictions for shares held by employees and service providers is incorporated by reference from the Proxy Statement/Prospectus[49](index=49&type=chunk) [ITEM 10. ADDITIONAL INFORMATION](index=14&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This item provides details on the company's share capital, corporate governance documents, and other regulatory matters, including authorized and outstanding shares and warrants [Share Capital](index=14&type=section&id=10.A%20Share%20Capital) New DigiAsia is authorized to issue 200 million Ordinary Shares and 1 million preference shares, with specific outstanding amounts for shares and warrants Share Capital Structure | Security | Authorized / Outstanding | | :--- | :--- | | Authorized Ordinary Shares | 200,000,000 | | Authorized Preference Shares | 1,000,000 | | **Outstanding Ordinary Shares** | **10,691,837** | | **Outstanding Public Warrants** | **9,999,980** | | **Outstanding Private Warrants** | **8,000,010** | [Exchange Controls](index=14&type=section&id=10.D%20Exchange%20Controls) The company states that the Cayman Islands have no governmental laws or regulations affecting capital import/export or dividend remittances to non-resident shareholders - There are no exchange controls in the Cayman Islands that restrict the movement of capital or payments to non-resident shareholders[56](index=56&type=chunk) [ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=15&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Information regarding the company's quantitative and qualitative disclosures about market risk is incorporated by reference from the Proxy Statement/Prospectus [ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES](index=15&type=section&id=ITEM%2012.%20DESCRIPTION%20OF%20SECURITIES%20OTHER%20THAN%20EQUITY%20SECURITIES) This section pertains to the company's public and private placement warrants, with detailed information incorporated by reference from the Proxy Statement/Prospectus [PART II](index=16&type=section&id=PART%20II) [PART II](index=16&type=section&id=PART%20II) This part of the report is not applicable [PART III](index=16&type=section&id=PART%20III) [ITEM 17. FINANCIAL STATEMENTS](index=16&type=section&id=ITEM%2017.%20FINANCIAL%20STATEMENTS) This item directs the reader to Item 18 for financial statements [ITEM 18. FINANCIAL STATEMENTS](index=17&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section incorporates the company's audited and unaudited financial statements by reference from the Form F-4 filing, including pro forma financial information as Exhibit 15.1 - DigiAsia's audited consolidated financial statements for the years ended Dec 31, 2022, and 2021 are incorporated by reference from Form F-4[67](index=67&type=chunk) - StoneBridge Acquisition Corporation's audited financial statements as of Dec 31, 2022 and 2021 are incorporated by reference from Form F-4[68](index=68&type=chunk) - Unaudited pro forma condensed combined financial statements of New DigiAsia are attached as Exhibit 15.1 to this report[69](index=69&type=chunk) [ITEM 19. EXHIBITS](index=17&type=section&id=ITEM%2019.%20EXHIBITS) This item lists the exhibits filed with the Form 20-F, including corporate governance documents, the Business Combination Agreement, and financial information - Exhibit 1.1 is the Second Amended and Restated Memorandum and Articles of Association of the Company[70](index=70&type=chunk) - Exhibits 4.1 through 4.4 consist of the Business Combination Agreement and its three subsequent amendments[70](index=70&type=chunk)[71](index=71&type=chunk) - Exhibit 15.1 contains the Unaudited Pro Forma Condensed Combined Financial Information of the Company[73](index=73&type=chunk)

PART I - FINANCIAL INFORMATION [Item 1. Interim Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Interim%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed financial statements for StoneBridge Acquisition Corporation as of September 30, 2023, and for the three and nine-month periods then ended [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of September 30, 2023, total assets were $27.1 million, a sharp decrease from $206.2 million at year-end 2022, primarily due to a reduction in investments held in the Trust Account following shareholder redemptions Condensed Balance Sheet Data (in USD) | Account | Sep 30, 2023 (Unaudited) | Dec 31, 2022 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $123,789 | $93,344 | | Investments held in Trust Account | $26,974,295 | $205,927,087 | | **Total Assets** | **$27,101,417** | **$206,195,454** | | **Liabilities & Shareholders' Deficit** | | | | Note Payable - related party | $2,631,948 | $1,000,000 | | Total Liabilities | $13,556,241 | $11,346,469 | | Class A ordinary shares subject to possible redemption | $26,974,295 | $205,927,087 | | Total Shareholders' Deficit | ($13,429,119) | ($11,078,102) | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For the nine months ended September 30, 2023, the company reported a net income of $377,882, a significant decrease from a net income of $8.6 million in the same period of 2022 Statements of Operations Highlights (in USD) | Period | Net (Loss) Income 2023 | Net Income 2022 | | :--- | :--- | :--- | | **Three Months Ended Sep 30** | ($48,532) | $1,239,550 | | **Nine Months Ended Sep 30** | $377,882 | $8,631,943 | - The significant decrease in net income for the nine-month period YoY was primarily driven by a non-cash gain of **$8,192,000** from the change in fair value of warrant liability in 2022, which did not recur in 2023[7](index=7&type=chunk) [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) The total shareholders' deficit increased from $11.1 million at the end of 2022 to $13.4 million as of September 30, 2023 Changes in Shareholders' Deficit (in USD) | Description | Amount | | :--- | :--- | | Balance, December 31, 2022 | ($11,078,102) | | Net adjustments and income/loss for nine months | ($2,351,017) | | **Balance, September 30, 2023** | **($13,429,119)** | [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2023, net cash provided by operating activities was $1.1 million, investing activities provided $180.6 million, and financing activities used $181.7 million, resulting in a net change in cash of $30,445 Cash Flow Summary for Nine Months Ended Sep 30 (in USD) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash from Operating Activities | $1,112,393 | ($498,983) | | Net cash from Investing Activities | $180,599,743 | $0 | | Net cash from Financing Activities | ($181,681,691) | $0 | | **Net Change in Cash** | **$30,445** | **($498,983)** | - The significant cash flows in investing and financing activities in 2023 are directly related to the redemption of **17,574,031 Class A ordinary shares** for a total of approximately **$181.7 million**[12](index=12&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) [Notes to Condensed Financial Statements (Unaudited)](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) The notes detail the company's status as a SPAC, its pending business combination with DigiAsia Bios Pte Ltd, significant shareholder redemptions, liquidity crisis, and related-party transactions - The Company entered into a Business Combination Agreement with DigiAsia Bios Pte Ltd on January 5, 2023, with the termination date of this agreement extended to December 29, 2023[15](index=15&type=chunk)[28](index=28&type=chunk) - Management has determined there is substantial doubt about the Company's ability to continue as a going concern due to liquidity conditions and the mandatory liquidation that will occur if a Business Combination is not consummated by the extended deadline of January 20, 2024[45](index=45&type=chunk)[139](index=139&type=chunk) - In two separate redemptions in January and July 2023, a total of **17,574,031 Class A ordinary shares** were redeemed for an aggregate payment of approximately **$181.7 million** from the trust account[42](index=42&type=chunk)[43](index=43&type=chunk) - The Sponsor has provided loans for extension payments, with a total of **$2,631,948** outstanding as a note payable as of September 30, 2023[78](index=78&type=chunk) - The deferred underwriting fee of **$9,000,000** was renegotiated, where upon closing the DigiAsia deal, the underwriter will forfeit **$4.5 million** in cash, receive **$4.5 million** in shares of the merged entity, and receive a cash fee based on funds remaining in the trust[85](index=85&type=chunk)[87](index=87&type=chunk) - Warrants are classified as a liability and re-measured at fair value each period, with the fair value of the warrant liability being **$540,000** as of September 30, 2023[97](index=97&type=chunk)[117](index=117&type=chunk) - Subsequent to the quarter end, on October 12, 2023, the Sponsor deposited **$60,649** into the Trust Account to extend the business combination deadline to November 20, 2023[119](index=119&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, its proposed business combination with DigiAsia, and the financial results highlighting a net income of $377,882 for the first nine months of 2023, along with liquidity concerns and renegotiated contractual obligations - The company is a blank check company that has entered into a business combination agreement with DigiAsia Bios Pte Ltd, with the transaction subject to shareholder approval and other closing conditions[122](index=122&type=chunk)[125](index=125&type=chunk) Results of Operations Summary (in USD) | Period | 2023 Result | Key Drivers | | :--- | :--- | :--- | | **Three Months Ended Sep 30** | Net Loss $48,532 | Operating expenses of $417,108 offset by investment income of $368,576 | | **Nine Months Ended Sep 30** | Net Income $377,882 | Investment income of $1,649,897 offset by operating expenses of $1,272,015 | - As of September 30, 2023, the company had a working capital deficit of **$3,889,119** and cash of **$123,789** in its operating account, raising substantial doubt about its ability to continue as a going concern[138](index=138&type=chunk)[139](index=139&type=chunk) - The company's contractual obligations primarily consist of a **$9,000,000** deferred underwriting fee, which is contingent on completing a business combination and has been partially renegotiated to be paid in a mix of cash and shares[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This item is not applicable as the company qualifies as a smaller reporting company - The company is a smaller reporting company and is not required to provide this disclosure[153](index=153&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were not effective as of September 30, 2023 - As of September 30, 2023, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective[156](index=156&type=chunk) - The ineffectiveness was due to material weaknesses in accounting for complex financial instruments and incomplete accounting for accruals[156](index=156&type=chunk) - There were no changes to internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[157](index=157&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[159](index=159&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K and subsequent quarterly reports - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on March 28, 2023, and subsequent 10-Q filings[160](index=160&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reiterates the details of the company's July 2021 Initial Public Offering (IPO) and the simultaneous private placement of warrants - On July 20, 2021, the company consummated its IPO of **20,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$200,000,000**[161](index=161&type=chunk) - Simultaneously, **8,000,000 Private Placement Warrants** were sold at **$1.00 each**, generating gross proceeds of **$8,000,000**[162](index=162&type=chunk) - Following the IPO, **$202,000,000** was placed in a trust account[164](index=164&type=chunk) [Item 3. Defaults Upon Senior Securities](index=48&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[165](index=165&type=chunk) [Item 4. Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[166](index=166&type=chunk) [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[166](index=166&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act, and Inline XBRL documents - Exhibits include certifications from the CEO and CFO under Sarbanes-Oxley Sections 302 and 906[167](index=167&type=chunk)[168](index=168&type=chunk) - Inline XBRL data files are also included as exhibits[167](index=167&type=chunk) [Signatures](index=51&type=section&id=SIGNATURES) - The report was signed on November 6, 2023, by Bhargava Marepally, Chief Executive Officer, and Prabhu Antony, President, Chief Financial Officer[171](index=171&type=chunk)

PART I [Item 1. Interim Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Interim%20Financial%20Statements%20(Unaudited)) This section presents StoneBridge Acquisition Corporation's unaudited condensed financial statements for Q2 2023, including balance sheets, operations, equity changes, and cash flows [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2023, total assets decreased to **$32.9 million** from **$206.2 million**, primarily due to trust account redemptions, while liabilities increased to **$12.9 million**, resulting in a **$12.8 million** shareholders' deficit Condensed Balance Sheet Data (Unaudited) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$32,917,420** | **$206,195,454** | | Cash | $71,974 | $93,344 | | Investments held in Trust Account | $32,821,231 | $205,927,087 | | **Total Liabilities** | **$12,927,912** | **$11,346,469** | | Note Payable - related party | $2,250,000 | $1,000,000 | | Deferred underwriting fee payable | $9,000,000 | $9,000,000 | | **Total Shareholders' Deficit** | **($12,831,723)** | **($11,078,102)** | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Net income for Q2 2023 decreased to **$1.03 million** from **$4.25 million** in Q2 2022, mainly due to a smaller gain from warrant liability fair value changes Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | General and administrative expenses | $431,762 | $147,001 | $854,907 | $472,850 | | Change in fair value of warrant liability | $1,080,000 | $4,120,000 | $0 | $7,572,000 | | Dividend income Trust Account | $384,040 | $272,777 | $1,280,035 | $293,118 | | **Net Income** | **$1,032,816** | **$4,245,886** | **$426,414** | **$7,392,393** | | Basic and diluted net income per share, Class A | $0.14 | $0.17 | $0.18 | $0.30 | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) The total shareholders' deficit increased to **$12.8 million** by June 30, 2023, driven by net losses, share remeasurements, and Sponsor extension payments Changes in Shareholders' Deficit for the Six Months Ended June 30, 2023 | Description | Amount | | :--- | :--- | | Balance, December 31, 2022 | $(11,078,102) | | Net Loss (Q1 2023) | $(606,402) | | Remeasurement for Class A shares | $(895,995) | | Extension payment paid by Sponsor | $(450,000) | | Net Income (Q2 2023) | $1,032,816 | | Remeasurement for Class A shares | $(384,040) | | Extension payment paid by Sponsor | $(450,000) | | **Balance, June 30, 2023** | **($12,831,723)** | [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Operating activities provided **$0.88 million** in cash for H1 2023, while investing activities provided **$174.4 million** and financing activities used **$175.3 million**, resulting in a net cash decrease Condensed Statements of Cash Flows (Unaudited) | Cash Flow Activity | For the six months ended June 30, 2023 | For the six months ended June 30, 2022 | | :--- | :--- | :--- | | Net cash flows provided by (used in) operating activities | $878,630 | $(376,960) | | Net cash flows provided by investing activities | $174,385,891 | $0 | | Net cash flows used in financing activities | $(175,285,891) | $0 | | **Net Change in Cash** | **$(21,370)** | **$(376,960)** | | **Cash, End of Period** | **$71,974** | **$293,562** | [Notes to Condensed Financial Statements (Unaudited)](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) The notes detail the company's SPAC status, pending business combination with DigiAsia, significant share redemptions, related-party loans, and substantial doubt about its going concern ability - The company entered into a Business Combination Agreement with DigiAsia Bios Pte. Ltd. on January 5, 2023, involving an amalgamation where DigiAsia will survive as a wholly owned subsidiary of the company[18](index=18&type=chunk) - The deadline to consummate a business combination has been extended multiple times, most recently to **January 20, 2024**, contingent on monthly deposits into the trust account by the Sponsor[29](index=29&type=chunk)[41](index=41&type=chunk) - In January 2023, shareholders redeemed **16,988,575 Class A shares** for approximately **$175.3 million**, with an additional **585,456 shares** redeemed for approximately **$6.4 million** in July 2023[44](index=44&type=chunk)[45](index=45&type=chunk) - Management has determined there is substantial doubt about the Company's ability to continue as a going concern due to liquidity needs and the mandatory liquidation deadline if a business combination is not completed[47](index=47&type=chunk) - As of June 30, 2023, the company had an outstanding note payable to a related party (the Sponsor) of **$2,250,000**, which includes funds for extension payments and operating costs[76](index=76&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's pursuit of a business combination with DigiAsia, Q2 2023 financial results, and significant liquidity challenges raising going concern doubts - The company is a blank check company that entered into a business combination agreement with DigiAsia on January 5, 2023, with the termination date extended to **December 29, 2023**[121](index=121&type=chunk)[123](index=123&type=chunk) Net Income Comparison | Period | Net Income | Key Drivers | | :--- | :--- | :--- | | **Q2 2023** | $1,032,816 | Increase in fair value of warrant liabilities ($1.08M) and dividend income ($0.38M) | | **Q2 2022** | $4,245,886 | Larger increase in fair value of warrant liabilities ($4.12M) and dividend income ($0.27M) | | **H1 2023** | $426,413 | Operating expenses ($0.85M) and dividend income ($1.28M) | | **H1 2022** | $7,392,393 | Large increase in fair value of warrant liabilities ($7.57M) and dividend income ($0.29M) | - As of June 30, 2023, the company had only **$71,974** in its operating bank account and a working capital deficit of **$3,291,723**, raising substantial doubt about its ability to continue as a going concern[131](index=131&type=chunk)[132](index=132&type=chunk) - The company has a deferred underwriting fee of **$9,000,000** payable upon completion of a business combination, with an agreement to reduce the cash portion to **$4,500,000** and issue shares for the remainder if the DigiAsia transaction is consummated[134](index=134&type=chunk)[135](index=135&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This item is not applicable as the company qualifies as a smaller reporting company - This section is not applicable because the company is a smaller reporting company[145](index=145&type=chunk) [Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of June 30, 2023, due to material weaknesses in accounting for complex financial instruments and accruals - As of June 30, 2023, the CEO and CFO concluded that the company's disclosure controls and procedures were **not effective**[148](index=148&type=chunk) - The ineffectiveness was attributed to material weaknesses in accounting for complex financial instruments and incomplete accounting for accruals[148](index=148&type=chunk) - No changes to internal control over financial reporting occurred during the quarter ended June 30, 2023, that materially affected, or are reasonably likely to materially affect, internal controls[149](index=149&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - The company has no legal proceedings to report[151](index=151&type=chunk) [Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on March 28, 2023, or the Q1 2023 10-Q[152](index=152&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details the IPO and private placement in July 2021, which generated **$200 million** and **$8 million** respectively, with **$202 million** placed in a trust account - The IPO on July 20, 2021, of **20,000,000 units** at **$10.00 per unit** generated gross proceeds of **$200,000,000**[153](index=153&type=chunk) - A simultaneous private placement of **8,000,000 warrants** at **$1.00 per warrant** generated gross proceeds of **$8,000,000**[154](index=154&type=chunk) - Net proceeds of **$202,000,000** were placed in a trust account following the IPO and private placement[156](index=156&type=chunk) [Defaults Upon Senior Securities](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The company has no defaults upon senior securities to report[157](index=157&type=chunk) [Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - This item is not applicable[158](index=158&type=chunk) [Other Information](index=47&type=section&id=Item%205.%20Other%20Information) The company reported no other information - The company has no other information to report[158](index=158&type=chunk) [Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including amendments to the Business Combination Agreement and officer certifications - Lists filed exhibits, including Amendment No. 1 to the Business Combination Agreement and certifications by the CEO and CFO[159](index=159&type=chunk) SIGNATURES [Signatures](index=50&type=section&id=Signatures) The report was duly signed and authorized on August 14, 2023, by the Chief Executive Officer and Chief Financial Officer - The report was signed on **August 14, 2023**, by the company's Chief Executive Officer and Chief Financial Officer[161](index=161&type=chunk)

[PART I - FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Interim Financial Statements (Unaudited)](index=2&type=section&id=Item%201.%20Interim%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed financial statements for the quarter ended March 31, 2023, including the balance sheet, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes. [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2023, total assets significantly decreased to $32.2 million from $206.2 million at year-end 2022, primarily due to reduced investments in the Trust Account following share redemptions. Condensed Balance Sheet Highlights (Unaudited) | Account | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $37,183 | $93,344 | | Investments held in Trust Account | $31,987,191 | $205,927,087 | | **Total Assets** | **$32,159,437** | **$206,195,454** | | **Liabilities & Shareholders' Deficit** | | | | Total current liabilities | $2,582,745 | $1,806,469 | | Derivative warrant liabilities | $1,620,000 | $540,000 | | **Total Liabilities** | **$13,202,745** | **$11,346,469** | | Class A ordinary shares subject to possible redemption | $31,987,191 | $205,927,087 | | **Total Shareholders' Deficit** | **($13,030,499)** | **($11,078,102)** | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For the three months ended March 31, 2023, the company reported a net loss of $606,402, a reversal from the net income of $3,146,507 in the same period of 2022, mainly due to a negative change in warrant liability fair value. Statement of Operations Summary (Unaudited) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Loss from operations | ($423,146) | ($325,849) | | Change in fair value of warrant liability | ($1,080,000) | $3,452,000 | | Dividend income from Trust account | $895,995 | $20,342 | | **Net (Loss) Income** | **($606,402)** | **$3,146,507** | | Basic and diluted net (loss) income per share, Class A | ($0.01) | $0.13 | | Basic and diluted net (loss) income per share, Class B | ($0.11) | $0.13 | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) The company's total shareholders' deficit increased from $11,078,102 to $13,030,499 as of March 31, 2023, primarily due to the net loss, remeasurement of Class A ordinary shares, and an extension payment. Changes in Shareholders' Deficit for Q1 2023 (Unaudited) | Description | Amount | | :--- | :--- | | Balance, December 31, 2022 | ($11,078,102) | | Remeasurement of Class A ordinary shares | ($895,995) | | Extension payment paid by Sponsor | ($450,000) | | Net loss | ($606,402) | | **Balance, March 31, 2023** | **($13,030,499)** | [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the first quarter of 2023, net cash provided by operating activities was $243,839, while investing activities provided $174.8 million, and financing activities used $175.1 million, resulting in a net decrease in cash of $56,161. Cash Flow Summary for Q1 2023 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash provided by operating activities | $243,839 | | Net cash provided by investing activities | $174,835,891 | | Net cash used in financing activities | ($175,135,891) | | **Net Change in Cash** | **($56,161)** | | Cash, Beginning of Period | $93,344 | | **Cash, End of Period** | **$37,183** | [Notes to Condensed Financial Statements (Unaudited)](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) The notes detail the company's SPAC formation, the January 5, 2023 Business Combination Agreement with DigiAsia Bios Pte. Ltd., the extended deadline to July 20, 2023, and the redemption of 16,988,575 Class A shares for approximately $175.3 million, leading to substantial doubt about going concern. - On January 5, 2023, the Company entered into a Business Combination Agreement with DigiAsia Bios Pte. Ltd., a Singapore-based company[19](index=19&type=chunk) - The deadline to consummate a business combination was extended to July 20, 2023, through up to 6 monthly extensions[38](index=38&type=chunk) - On January 20, 2023, shareholders redeemed **16,988,575 Class A ordinary shares** for an aggregate payment of approximately **$175.3 million** from the trust account[41](index=41&type=chunk)[79](index=79&type=chunk) - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern due to its liquidity condition and the mandatory liquidation date of July 20, 2023, if a business combination is not completed[43](index=43&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting a net loss of $606,402 in Q1 2023, significant liquidity concerns, and substantial doubt about its ability to continue as a going concern. Q1 2023 vs Q1 2022 Performance | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net (Loss) Income | ($606,402) | $3,146,507 | Liquidity Position as of March 31, 2023 | Account | Amount | | :--- | :--- | | Cash in operating bank account | $37,183 | | Securities held in Trust Account | $31,987,191 | | Working capital deficit | ($2,410,499) | - The company has until July 20, 2023, to consummate a Business Combination or it will face mandatory liquidation, which raises substantial doubt about its ability to continue as a going concern[117](index=117&type=chunk) - The company is an "emerging growth company" under the JOBS Act and has elected to delay the adoption of new or revised accounting standards[121](index=121&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable to the company as it is exempt from providing these disclosures as a smaller reporting company. - This item is not applicable as the company is a smaller reporting company[130](index=130&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management's evaluation concluded that the company's disclosure controls and procedures were not effective as of March 31, 2023, due to material weaknesses in internal controls over financial reporting, with no material changes during the quarter. - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective as of March 31, 2023[133](index=133&type=chunk) - The ineffectiveness is due to material weaknesses related to accounting for complex financial instruments and incomplete accounting for accruals[133](index=133&type=chunk) - No changes to internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[134](index=134&type=chunk) [PART II - OTHER INFORMATION](index=42&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company has reported that there are no legal proceedings against it as of the filing date. - None[136](index=136&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) The company indicates that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K filed on March 28, 2023. - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed with the SEC on March 28, 2023[137](index=137&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the proceeds from the company's Initial Public Offering (IPO) on July 20, 2021, which generated $200 million from units and $8 million from warrants, with $202 million placed into a trust account. - The Initial Public Offering on July 20, 2021, generated gross proceeds of **$200,000,000** from the sale of 20,000,000 units[138](index=138&type=chunk) - A concurrent private placement of 8,000,000 warrants to the sponsor and underwriters generated gross proceeds of **$8,000,000**[139](index=139&type=chunk) - Following the IPO, **$202,000,000** was placed in a trust account[141](index=141&type=chunk) [Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has reported that there have been no defaults upon its senior securities. - None[142](index=142&type=chunk) [Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations. - Not applicable[143](index=143&type=chunk) [Other Information](index=42&type=section&id=Item%205.%20Other%20Information) The company has reported that there is no other information to disclose in this section. - None[143](index=143&type=chunk) [Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q. These include certifications from the Chief Executive Officer and Chief Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as well as various Inline XBRL documents for financial data reporting. - The report includes CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[144](index=144&type=chunk) - Inline XBRL documents (Instance, Schema, Calculation, Definition, Labels, Presentation) are included as exhibits[144](index=144&type=chunk)