Financial Performance - For the three-month period ended March 31, 2025, the Company reported revenue of $10.055 million, a decrease of 23.4% compared to $13.104 million for the same period in 2024 [154]. - The Company experienced a net loss of $4.487 million for the three-month period ended March 31, 2025, compared to a net loss of $2.632 million for the same period in 2024 [154]. - For the three-month period ended March 31, 2025, the Company's revenue decreased by 23% to $10.1 million compared to $13.1 million for the same period in 2024 [155]. - Remittance revenue excluding divested entities TNG Asia and GEA declined by 8% to $4.6 million for the three-month period ended March 31, 2025, compared to $5.0 million in 2024 [158]. - Global airtime transfer revenue decreased by 23% to $2 million for the three-month period ended March 31, 2025, down from $2.6 million in 2024 [156]. - The Indonesian retail business recorded a decrease of 8% to $3.4 million for the three-month period ended March 31, 2025, compared to $3.7 million in 2024 [160]. - EBITDA loss increased to $2.8 million for the three-month period ended March 31, 2025, compared to a loss of $0.2 million in 2024 [175]. Transaction and User Metrics - The total processing value (TPV) for Tranglo's remittance business was $1.30 billion for the three-month period ended March 31, 2025, down 3.7% from $1.35 billion in the same period in 2024 [129]. - Tranglo processed approximately 2.77 million remittance transactions in the three-month period ended March 31, 2025, representing a decrease of 5.8% from 2.94 million transactions in the same period in 2024 [129]. - The number of unique users for Tranglo increased to 579,684 as of March 31, 2025, compared to 575,941 as of March 31, 2024, indicating a slight growth [130]. - Tranglo processed 2.77 million remittance transactions with a total value of $1.30 billion for the three-month period ended March 31, 2025, down from 2.94 million transactions valued at $1.35 billion in 2024 [157]. Cost and Expenses - The Company's cost of revenue was $6.9 million for the three-month period ended March 31, 2025, a decrease of 20.7% from $8.7 million in 2024 [161]. - Operating expenses increased from $5.8 million for the three-month period ended March 31, 2024, to $7.5 million for the same period in 2025, primarily due to a $2.2 million expense for incentive shares granted to employees [165]. - The direct costs for global airtime revenue decreased by 23% from $2.2 million to $1.7 million, aligning with the decline in global airtime revenue [163]. Cash Flow and Financial Position - As of March 31, 2025, the Company had cash balances of $62.3 million, a working capital deficit of $59.8 million, and a net capital deficit of $43.9 million [182]. - The Company had net cash used in operating activities of $1.5 million for the three-month period ended March 31, 2025, primarily due to a net loss of $4.5 million, offset by non-cash expenses of $2.2 million [187]. - The Company had cash and cash equivalents of $62.3 million as of March 31, 2025, compared to $59.2 million as of March 31, 2024 [184]. - The Company believes its current cash and cash equivalents, along with anticipated cash flows from operations, will be sufficient to meet its cash needs for at least the next 12 months [185]. - Net cash provided by financing activities was $0.1 million for the three-month period ended March 31, 2025 [191]. Strategic Initiatives - The Company plans to launch new AI products and services through SEAMLESS AI Lab, aimed at providing comprehensive solutions for financial institutions [146]. - The Company aims to expand its market reach into the Middle East and Africa, focusing on B2C markets to enhance profitability [142]. - The Company completed a private placement raising $1.75 million in net proceeds through the issuance of a Convertible Note and warrants [137]. - The Company entered into an ELOC Purchase Agreement on February 10, 2025, allowing it to issue additional shares for extra liquidity [183]. Other Information - The global airtime transfer business contributed 54.6% of Tranglo's global airtime revenue for the three-month period ended March 31, 2025, highlighting its significance in the Company's operations [143]. - Total contractual obligations as of March 31, 2025, amounted to $23.423 million, including operating lease commitments of $311,000 and convertible notes of $1.944 million [193]. - The Company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced reporting requirements [215].

Financial Performance - For the full year ended December 31, 2024, Tranglo processed approximately 11.4 million transactions with a total processing value of $5.14 billion, reflecting a 3.6% increase in volume and a 13.2% increase in value compared to 2023[438]. - For the full-year period ended December 31, 2024, Currenc's revenue decreased by 12.9% to $46.4 million compared to $53.3 million for the same period in 2023[466]. - The remittance revenue excluding TNG Asia and GEA increased by 6.4% to $18.2 million for the full-year period ended December 31, 2024, compared to $17.1 million in 2023[466]. - Global airtime revenue declined by 23.8% from $12.2 million in 2023 to $9.3 million in 2024, attributed to changing consumer behavior due to increased availability of free Wi-Fi[470]. - Currenc recorded a net loss of $38.8 million for the full-year period ended December 31, 2024, compared to a net loss of $14.4 million in 2023[465]. - Operating expenses surged to $42.0 million in 2024, up from $24.0 million in 2023, primarily due to incentive share expenses related to the merger with INFINT SPAC[478]. - EBITDA for the full-year period ended December 31, 2024, was reported at a loss of $26.5 million, compared to a loss of $2.1 million in 2023[465]. - The company's EBITDA loss for 2024 was $26.5 million, a substantial increase from the EBITDA loss of $2.1 million in 2023, primarily due to increased losses at the headquarters level[490]. - Tranglo's EBITDA profit for 2024 was $2.75 million, a decline of 21.4% from $3.50 million in 2023, while WalletKu reported an EBITDA loss of $0.7 million, which was 12.5% lower than the previous year's loss of $0.8 million[490]. User Metrics - The number of unique users for Tranglo increased to 1,229,132 as of December 31, 2024, up from 1,032,360 in 2023, while average monthly unique sending accounts rose from 330,571 to 355,997[439]. - WalletKu served approximately 128,000 customers, distributing airtime valued at $14.5 million for the full year ended December 31, 2024[441]. Business Expansion and Strategy - Currenc aims to expand its B2C businesses in the Middle East and diversify its user base to other regions, including Pakistan and African countries, to enhance its global airtime business[453]. - The company plans to launch new AI products and services for financial institutions through its SEAMLESS AI Lab, which includes customized trading platforms and AI Agent services[456]. - Currenc has secured a contract with Coin Cove to provide comprehensive AI-powered electronic banking solutions, including a trading platform supporting over 150 digital assets and 600 trading pairs[457]. - The company is focused on expanding its remittance and airtime corridors to recruit new clients and generate synergies for Tranglo's businesses[461]. - Currenc's remittance services are benefiting from the growing global migrant worker population, which drives demand for regular remittance transactions[448]. Financial Position and Cash Flow - As of December 31, 2024, the company had cash balances of $63.8 million, with a working capital deficit of $57.9 million and a net capital deficit of $41.8 million[501]. - The company generated net cash provided by operating activities of $3.5 million for the year ended December 31, 2024, compared to a net cash used in operating activities of $15.3 million in 2023[506]. - The company entered into an ELOC Purchase Agreement on February 10, 2025, allowing it to issue additional shares for extra liquidity[502]. - Total contractual obligations as of December 31, 2024, amounted to $23.99 million, including operating lease commitments and convertible notes[512]. - The company’s capital expenditures were $0.6 million for the year ended December 31, 2024, compared to $0.3 million in 2023[511]. Accounting and Compliance - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of reduced reporting requirements[535]. - The Company recognizes revenue from remittance services upon processing international money transfer transactions, with specific fees for Fiat Currency and XRP Prefunded Remittance Services[524][526][527]. - The Company has elected not to early adopt the new accounting guidance issued by the FASB, which is effective for fiscal years beginning after December 15, 2023[518]. - The Company prepares its consolidated financial statements in accordance with U.S. GAAP, involving estimates that may affect reported amounts of assets, liabilities, revenue, and expenses[520]. - The Company is classified as a "smaller reporting company," allowing it to provide only two years of audited consolidated financial statements[537]. - The Company recognizes revenue from the sale of goods at the point of delivery, with typical credit terms of 3-7 days[529]. - The Company has no obligations to customers regarding guarantees or warranties for its remittance services, with fees collected shortly after service execution[528]. - The Company complies with ASC 606 for revenue recognition, measuring revenue based on contracts with customers net of sales and service tax[521][522]. Impairments and Charges - The Company recorded goodwill impairment charges of $14.9 million related to the Indonesian airtime and Tranglo remittance business during the year ended December 31, 2024[534]. - The headquarters incurred a substantial EBITDA loss of $29.8 million in 2024, influenced by non-cash expenses including a $20.9 million charge related to the ESOS share incentive scheme[493]. Market Competition - The average total take rate for Tranglo decreased to 0.37% in 2024 from 0.43% in 2023, reflecting increased competition in the remittance market[468].

Financial Performance - Total Processing Value (TPV) was US$1.21 billion for Q3 2024, up 6.1% year over year, and US$3.92 billion for the first nine months, up 18.8% year over year [3]. - Total revenues for Q3 2024 were US$11.3 million, a decrease of 11.0% year over year, and US$35.4 million for the first nine months, down 11.3% year over year [4]. - Total remittance revenues for Q3 2024 were US$4.9 million, down 22.2% year over year, and US$17.8 million for the first nine months, down 10.6% year over year [5]. - Net loss for Q3 2024 was US$5.0 million, an increase of 31.6% year over year, and US$11.3 million for the first nine months, up 8.7% year over year [7]. - Revenue for the three months ended September 30, 2024, was $11,259,716, a decrease of 11.6% from $12,736,547 in the same period last year [19]. - Gross profit for the nine months ended September 30, 2024, was $11,339,709, down 14.1% from $13,209,473 in the prior year [19]. - Net loss attributable to CURRENC Group Inc. for the three months ended September 30, 2024, was $4,961,006, compared to a loss of $3,830,445 in the same period last year [19]. - The net loss for the nine-month period ended September 30, 2024, was $11,261,000, compared to a net loss of $10,447,000 for the same period in 2023, representing an increase in loss of approximately 7.8% [22]. - Total comprehensive loss attributable to CURRENC Group Inc. for the three months ended September 30, 2024, was $(5,075,189), compared to $(3,835,853) in the same period last year [19]. Operational Metrics - Adjusted EBITDA loss for Q3 2024 was US$0.2 million, narrowing by 83.3% year over year, and US$0.6 million for the first nine months, narrowing by 75.0% year over year [7]. - Overall take rates for Tranglo were 0.37% for Q3 2024, down from 0.40% year over year, while the take rate for the first nine months was 0.36%, down from 0.43% [10]. - EBITDA for the first nine months of 2024 was $(616,000), while for the same period in 2023 it was $(2,449,000), indicating an improvement of approximately 74.9% [30]. - The company reported a positive EBITDA for Tranglo for both the third quarter of 2024 and 2023, indicating consistent performance in this segment [27]. Cash Flow and Assets - Total current assets decreased to $82,532,410 as of September 30, 2024, from $103,361,724 as of September 30, 2023 [21]. - Cash and cash equivalents increased to $49,060,421 as of September 30, 2024, compared to $48,516,765 at the end of the previous year [21]. - The company reported a net cash used in operating activities of $11,671,423 for 2024, compared to $10,844,751 in 2023, reflecting an increase of about 7.6% [22]. - The total cash and cash equivalents at the end of the period for 2024 was $49,102,842, down from $62,832,583 in 2023, representing a decrease of approximately 21.0% [22]. - The company generated net cash from financing activities of $2,179,105 in 2024, compared to a net cash used of $148,066 in 2023, marking a significant turnaround [22]. Expenses and Liabilities - Operating expenses for Q3 2024 were US$19.1 million, significantly impacted by non-recurring costs related to the merger with INFINT SPAC [11]. - General and administrative expenses surged to $19,061,439 for the three months ended September 30, 2024, from $6,450,397 in the same period last year [19]. - Interest expense, net for the nine-month period ended September 30, 2024, was $7,682,000, compared to $4,652,000 for the same period in 2023, reflecting an increase of approximately 65.0% [30]. - Total liabilities as of September 30, 2024, were $137,699,458, down from $177,675,731 a year earlier [21]. Strategic Changes - CURRENC divested TNG Asia and GEA, streamlining operations to focus on Tranglo as the primary driver of future growth [9]. - CURRENC aims to optimize cost structures and enhance profitability through its core remittance business following the divestitures [11]. - TNG Asia and GEA were divested in August 2024 and July 2024, respectively, impacting the overall financial performance and segment reporting [27]. - Non-cash expenses for share-based compensation amounted to $13,137,850 in 2024, with no such expenses reported in 2023 [22]. - The company recognized a non-cash offering cost for convertible notes of $2,512,000 in 2024, with no such costs reported in 2023 [22].

Transaction and User Growth - As of September 30, 2024, Tranglo processed approximately 8.56 million transactions with a total processing value of $3.92 billion, representing a 5.5% increase in volume and an 18.8% increase in value compared to the same period in 2023[188]. - The number of unique users for Tranglo increased to 1,024,100 as of September 30, 2024, up from 866,800 a year earlier, while average monthly unique sending accounts rose to 358,900 from 326,500[189]. - For the nine-month period ended September 30, 2024, WalletKu served approximately 130,502 customers, distributing airtime with a total value of $9.7 million[192]. - For the nine-month period ended September 30, 2024, Tranglo processed 8.56 million remittance transactions with a total value of $3.92 billion, compared to 8.11 million transactions valued at $3.3 billion in the same period of 2023, reflecting a transaction increase of 5.5% and a value increase of 18.8%[237]. - The number of unique users increased to 1,024,100 as of September 30, 2024, up from 866,800 as of September 30, 2023, representing an increase of 18.2%[238]. - 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 same period in 2024, reflecting an increase of 9.9%[238]. Revenue and Financial Performance - For the three-month period ended September 30, 2024, Currenc's revenue decreased by 11.0% to $11.3 million compared to $12.7 million for the same period in 2023, primarily due to a 22.1% decline in global airtime revenue[219]. - For the nine-month period ended September 30, 2024, Currenc's revenue decreased by 11.3% to $35.4 million compared to $39.9 million for the same period in 2023, driven by a 22.3% decline in global airtime revenue[236]. - Currenc's global airtime revenue for the nine-month period ended September 30, 2024, declined by 22.3% to $7.3 million from $9.4 million in the same period of 2023[239]. - Currenc recorded a net loss of $11.261 million for the nine-month period ended September 30, 2024, compared to a net loss of $10.447 million for the same period in 2023[262]. - Currenc's net loss for the three-month period ended September 30, 2024, was $5.0 million, compared to a net loss of $3.8 million for the same period in 2023[218]. - The gross profit for the three-month period ended September 30, 2024, was $3.1 million, down from $4.1 million for the same period in 2023[218]. Operating Expenses and Costs - Currenc's operating expenses increased sharply from $6.5 million for the three-month period ended September 30, 2023, to $19.1 million for the same period in 2024, largely due to a $13.1 million expense related to incentive shares granted to employees[227]. - Currenc's total operating expenses for the nine-month period ended September 30, 2024, were $30.0 million, up from $18.8 million for the same period in 2023[235]. - Operating expenses for Currenc increased sharply to $30.0 million for the nine-month period ended September 30, 2024, from $18.8 million in the same period in 2023, primarily due to a $13.1 million expense related to incentive shares granted[246]. - The direct costs for remittance revenue decreased by 18.5% to $2.2 million for the three-month period ended September 30, 2024, from $2.7 million for the same period in 2023[225]. - The direct costs for remittance revenue decreased by 9.4% to $7.7 million for the nine-month period ended September 30, 2024, despite an 18.8% increase in total payment volume (TPV)[244]. Strategic Developments - The company aims to develop B2C markets in Southeast Asia and the Middle East to capture retail remittance and airtime markets, which could generate significant clientele and synergy for its businesses[206]. - The business combination on August 30, 2024, resulted in Currenc issuing 40,000,000 ordinary shares as consideration, along with a PIPE Offering that raised $1.75 million in net proceeds[197][198]. - The company continues to drive adoption of its platform for money transfer and payment processing, aiming to introduce new B2C financial services in Southeast Asia and the Middle East[207]. - As of September 30, 2024, Tranglo had over 5,000 bank partners and a remittance network covering more than 80 countries, enhancing its operational capabilities in the remittance market[188]. Cash Flow and Capital Structure - As of September 30, 2024, Currenc had cash balances of $49.1 million, a working capital deficit of $54.1 million, and a net capital deficit of $22.7 million[270]. - Currenc reported a net cash used in operating activities of $11.7 million for the nine-month period ended September 30, 2024[270]. - Net cash provided by financing activities amounted to $2.2 million in the nine-month period ended September 30, 2024, primarily from the issuance of convertible bonds[280]. - Currenc's net cash used in investing activities was $365,000 for the nine-month period ended September 30, 2024, compared to $174,000 for the same period in 2023[278]. - The company had a total of $24.2 million in contractual cash obligations as of September 30, 2024[284]. Revenue Recognition and Accounting Policies - The Company generates revenue through Fiat Currency Prefunded Remittance Fees, which are fixed and specific for each country's currency, charged at the time of transaction[298]. - The XRP Prefunded Remittance Service allows customers to obtain prefunding through Ripple's solution, with the Company charging an XRP Prefunded Remittance Service Fee upon transfer[299]. - Revenue from the sale of goods is recognized upon delivery, with typical credit terms of 3-7 days[302]. - Revenue from airtime sales is recognized when the international airtime transfer or reload request is processed[303]. - The Company performs annual goodwill impairment tests, with no impairment recorded for the periods ended September 30, 2024, and December 31, 2023[306]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[307]. - As a smaller reporting company, the Company benefits from reduced disclosure obligations, including providing only two years of audited financial statements[309]. - The Company is not required to provide quantitative and qualitative disclosures about market risk due to its smaller reporting company status[310].

Core Viewpoint - Seamless Group Inc. has successfully completed its business combination with INFINT Acquisition Corporation, resulting in the formation of CURRENC Group Inc., which will begin trading on Nasdaq under the ticker "CURR" starting September 3, 2024 [1][2]. Company Overview - Seamless Group Inc. is a pioneer in the global fintech banking platform, focusing on e-wallets, financial institutions, and merchants, facilitating real-time and cost-efficient fund transfers across over 150 countries [3]. - CURRENC aims to establish itself as a leading remittance hub globally, leveraging its new status as a publicly traded company to enhance its market presence and expand its network [2]. Strategic Objectives - The leadership team of CURRENC, including CEO Ronnie Ka Wah Hui and Executive Chairman Alexander King Ong Kong, is committed to executing long-term operational and strategic goals to create value for shareholders and stakeholders [2]. - INFINT Acquisition Corporation, as a SPAC, aims to bring promising fintech companies to the U.S. public market, focusing on the evolving global fintech landscape [4].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $174,050, with operating costs of $537,075 and interest earned on marketable securities of $711,125[107]. - For the six months ended June 30, 2024, the company had a net income of $764,153, consisting of operating costs of $896,072 and interest earned of $1,660,225[108]. - The company incurred cash used in operating activities of $351,026 for the six months ended June 30, 2024[111]. - The Company does not expect to generate operating revenues until after the completion of its Business Combination, relying on non-operating income from interest on marketable securities[121]. Assets and Securities - As of June 30, 2024, the company held marketable securities in the Trust Account amounting to $55,457,522, primarily in a money market fund and government bonds[113]. - The company generated gross proceeds of $173,912,000 from its Initial Public Offering of 17,391,200 Units, with each Unit priced at $10.00[109]. - As of June 30, 2024, a total of $640,000 has been deposited into the Trust Account as required contributions, with additional funds of $560,000 deposited as of the same date[119]. Working Capital and Cash Position - The company has a working capital deficit of $5,412,119 as of June 30, 2024, with only $8,780 in cash available in its operating account[114]. - The Company has $8,780 in cash, which may not be sufficient to sustain operations for at least the next 12 months from the issuance of the financial statements[120]. Business Operations and Compliance - The company has until November 23, 2024, to consummate its initial business combination following the approval of the Third Extension Proposal[103]. - The company received a notification from NYSE regarding non-compliance with the minimum public shareholders requirement, and submitted a business plan to return to compliance[106]. - The Company incurs a monthly fee of $10,000 to its Sponsor for office space and administrative support, continuing until the Business Combination is completed or liquidation occurs[122]. Debt and Financing - The Company issued an unsecured promissory note (the "Note") for up to $150,000 on May 1, 2023, which may be drawn down prior to the Maturity Date[116]. - An amended promissory note (the "Amended Note") was issued on September 13, 2023, for up to $400,000, replacing the previous Note, with $325,000 outstanding as of June 30, 2024[117]. - A new promissory note (the "Seamless Note") was issued on March 6, 2024, for up to $500,000, with $316,297 outstanding as of June 30, 2024[118]. - The deferred underwriting commission payable upon consummation of the initial Business Combination is estimated at $5,999,964, which is 3.0% of the total gross proceeds raised[122]. - The Company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2024[121]. Management and Accounting - Management believes that recent accounting standards will not have a material effect on the financial statements if adopted[124].

Core Viewpoint - INFINT Acquisition Corporation is set to voluntarily delist its units and Class A ordinary shares from the NYSE as it prepares for a business combination with Seamless Group Inc, after which it will rebrand as CURRENC Group Inc and list on Nasdaq [1][2][3] Company Overview - INFINT Acquisition Corporation is a Special Purpose Acquisition Corporation (SPAC) focused on bringing promising financial technology companies from various regions, including North America, Asia, Latin America, Europe, and Israel, to the U.S. public market [4] Business Combination Details - The business combination with Seamless Group Inc will result in the company changing its name to CURRENC Group Inc, with ordinary shares expected to trade on Nasdaq under the symbol "CURR" starting around August 21, 2024 [2][3] - The last trading day for the company's securities on the NYSE is anticipated to be around August 20, 2024, contingent upon the completion of the business combination [3] Market Context - The company believes that significant opportunities lie within the global fintech space, particularly in light of rapid changes in various sectors due to the pandemic and advancements in digital infrastructure [4]

Core Points - INFINT Acquisition Corporation is planning to voluntarily delist its units and Class A ordinary shares from NYSE American in connection with its business combination with Seamless Group Inc. [1][2] - Following the business combination, the company will change its name to CURRENC Group Inc. and its ordinary shares are expected to be traded on Nasdaq under the symbol "CURR" [2][3] - Trading of CURRENC's ordinary shares on Nasdaq is anticipated to begin on or about August 21, 2024, with the last day of trading on NYSE American expected to be on or about August 20, 2024 [3] Company Overview - INFINT Acquisition Corporation is a Special Purpose Acquisition Corporation (SPAC) focused on bringing promising financial technology companies from various regions, including North America, Asia, Latin America, Europe, and Israel, to the U.S. public market [4] - The company believes that significant opportunities lie in the global fintech space, especially in light of rapid changes in various sectors due to the pandemic and advancements in digital infrastructure [4]

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $590,103, with operating costs of $358,997 and interest earned on marketable securities of $949,100[141]. - The company incurred cash used in operating activities of $275,757 for the three months ended March 31, 2024, compared to $129,918 for the same period in 2023[145][146]. - The Company does not expect to generate operating revenues until after the completion of the Business Combination, relying on non-operating income from interest on marketable securities[155]. Financial Position - As of March 31, 2024, the company held marketable securities in the Trust Account amounting to $54,506,397, consisting of money market funds and government bonds[147]. - The company had a working capital deficit of $4,875,044 as of March 31, 2024, with only $9,458 in cash available in the operating account[148]. - The Company has only $9,458 in cash, raising substantial doubt about its ability to sustain operations for at least the next 12 months[154]. - There are no off-balance sheet financing arrangements or long-term liabilities, except for a monthly fee of $10,000 to the Sponsor for administrative support[156][157]. Trust Account and Business Combination - The company generated total gross proceeds of $207,795,642 from its Initial Public Offering and Private Placement, with $202,998,782 placed in the Trust Account[144]. - On August 18, 2023, the company's shareholders approved a Second Extension Proposal, allowing until February 23, 2024, to consummate a business combination, with approximately $81.1 million remaining in the Trust Account after redemptions[134]. - The company plans to use funds in the Trust Account primarily for acquiring a target business and covering related expenses[147]. - The Company is obligated to pay a deferred underwriting commission of $5,999,964 upon consummation of the initial Business Combination[158]. - The company has until November 23, 2024, to consummate its initial business combination following the approval of the Third Extension Proposal[136]. Debt and Financing - The company issued an unsecured promissory note on September 13, 2023, for up to $400,000 to the Sponsor, which may be drawn down prior to the maturity date[151]. - The Company issued an unsecured promissory note (the "Seamless Note") for up to $500,000, with $241,706 outstanding as of March 31, 2024[152]. - As of March 31, 2024, $320,000 was deposited into the Trust Account, totaling $560,000 by May 20, 2024, to support the Business Combination[153]. Compliance and Regulatory Matters - The company received a notification from NYSE on January 19, 2024, regarding non-compliance with the minimum public shareholders requirement, and submitted a business plan to return to compliance[138]. - Management believes that recent accounting standards will not materially affect the financial statements[160]. - The Company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[162].

Financial Performance - For the year ended December 31, 2023, the company reported a net income of $3,147,500, with operating costs of $2,027,707 and interest earned on marketable securities of $5,175,207[304]. - Cash used in operating activities for the year ended December 31, 2023 was $552,958, with net income offset by interest earned on marketable securities[308]. - The Company does not expect to generate operating revenues until after the completion of its Business Combination, relying on non-operating income from interest on marketable securities held in the Trust Account[319]. Marketable Securities and Trust Account - The company had marketable securities held in the Trust Account amounting to $83,523,112 as of December 31, 2023, after accounting for $5,999,964 in deferred underwriting fees and approximately $133.1 million in redemptions[310]. - As of December 31, 2023, Class A ordinary shares subject to possible redemption amount to $83,523,112, classified as temporary equity[325]. IPO and Capital Raising - The company raised gross proceeds of $173,912,000 from its IPO, selling 17,391,200 units at an offering price of $10.00 per unit[305]. Shareholder Redemptions - Shareholders redeemed 10,415,452 Class A ordinary shares at approximately $10.49 per share, totaling an aggregate redemption amount of approximately $109.31 million, leaving approximately $100.59 million in the Trust Account[315]. - In the Second Extension, shareholders redeemed 2,176,003 Class A ordinary shares at approximately $10.94 per share, totaling approximately $23.8 million, leaving approximately $81.1 million in the Trust Account[316]. - In the Third Extension, shareholders redeemed 2,661,404 Class A ordinary shares at approximately $11.36 per share, totaling approximately $30.26 million, leaving approximately $53.97 million in the Trust Account[317]. Working Capital and Financial Obligations - As of December 31, 2023, the company had a working capital deficit of $4,516,047 and only $43,509 in cash available for operations[311]. - The Company has $43,509 in cash, which is unlikely to be sufficient to sustain operations for at least the next 12 months from the issuance of the financial statements[318]. - The Company is obligated to pay a deferred underwriting commission of 3.0% of total gross proceeds raised in the offering, amounting to $5,999,964, upon consummation of its initial business combination[323]. Loans and Notes - The company has the option to convert up to $1,500,000 of Working Capital Loans into additional private placement warrants upon consummation of a business combination[312]. - As of December 31, 2023, $325,000 was outstanding on an unsecured promissory note issued to the Sponsor[313]. - The Company issued an unsecured promissory note (the "Seamless Note") with a principal amount of up to $500,000, which does not bear interest and is payable on the Maturity Date[314]. Public Company Expenses - The company incurred expenses related to being a public entity, including legal and financial reporting costs, as well as due diligence expenses[303]. Regulatory and Accounting Standards - The Company has not identified any recently issued accounting standards that would materially affect its financial statements if adopted[328]. - The Company has no off-balance sheet financing arrangements or long-term liabilities other than a monthly fee of $10,000 to its Sponsor for administrative support[321]. Business Combination Timeline - The company has until the Third Extended Date to consummate its initial business combination, following shareholder approvals for multiple extensions[299]. - On August 18, 2023, shareholders approved a second extension, resulting in the redemption of 2,176,003 Class A ordinary shares for approximately $23.8 million[296].