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].

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].

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]

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].

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $679,159, with operating costs of $533,016 and interest earned on marketable securities of $1,232,175[131]. - For the nine months ended September 30, 2023, the company had a net income of $2,399,326, consisting of operating costs of $1,682,782 and interest earned of $4,082,108[131]. - The company incurred cash used in operating activities of $440,994 for the nine months ended September 30, 2023[136]. - As of September 30, 2023, the company has not generated any operating revenues and only incurs non-operating income from interest on marketable securities held in the Trust Account[145]. Cash and Securities - As of September 30, 2023, the company held marketable securities in the Trust Account amounting to $81,950,013, primarily in a money market fund and government bonds[138]. - The company had cash available of $80,473 and a working capital deficit of $4,171,122 as of September 30, 2023[139]. - A total of $640,000 has been deposited into the Trust Account as required contributions as of November 17, 2023[128]. - The Class A ordinary shares subject to possible redemption amount to $81,950,0138, classified as temporary equity as of September 30, 2023[150]. Business Combination and Obligations - The company has until February 23, 2024, to consummate its initial business combination following the approval of the Second Extension Proposal[127]. - The company expects to continue incurring significant costs in pursuit of a business combination, raising doubts about its ability to sustain operations for at least the next 12 months[144]. - The holders of 10,415,452 Class A ordinary shares redeemed their shares for approximately $109.31 million at a redemption price of $10.49 per share[126]. - In connection with the initial Business Combination, the company is obligated to pay a deferred underwriting commission of $5,999,964, which is 3.0% of the total gross proceeds raised in the offering[148]. - The company has a monthly obligation of $10,000 to its Sponsor for office space and administrative support, which began on November 23, 2021[147]. Financial Instruments and Reporting - The company has classified its warrants as equity instruments based on specific terms and applicable guidance[151]. - As of September 30, 2023, the company did not have any dilutive securities, resulting in diluted income (loss) per share being the same as basic income (loss) per share[152]. - Management does not anticipate that any recently issued accounting standards will materially affect the financial statements[153]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[154].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $721,929, with operating costs of $496,846 and interest earned on marketable securities of $1,218,775[124]. - For the six months ended June 30, 2023, the company had a net income of $1,720,167, consisting of operating costs of $1,129,766 and interest earned of $2,849,933[124]. - The company incurred cash used in operating activities of $334,651 for the six months ended June 30, 2023, with significant cash outflows related to changes in operating assets and liabilities[129]. Assets and Securities - As of June 30, 2023, the company held marketable securities in the Trust Account amounting to $103,922,959, primarily in a money market fund and government bonds[131]. - As of June 30, 2023, Class A ordinary shares subject to possible redemption are valued at $103,922,959 and classified as temporary equity[142]. - The company has concluded that its warrants should be classified as equity instruments based on specific terms and applicable guidance[143]. Cash and Working Capital - As of June 30, 2023, the company had cash of $11,816 in its operating account and a working capital deficit of $3,618,106[132]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023[138]. Business Combination and Obligations - The company has until August 23, 2023, to consummate its initial Business Combination, with a total of $1,450,000 deposited into the Trust Account as of June 30, 2023[135]. - The company expects to continue incurring significant costs in pursuit of a Business Combination, raising doubts about its ability to sustain operations for at least the next 12 months[136]. - The company has a contractual obligation to pay its Sponsor a monthly fee of $10,000 for administrative support until the completion of the Business Combination[139]. - The company is obligated to pay a deferred underwriting commission of 3.0% of the total gross proceeds raised, amounting to $5,999,964, upon consummation of its initial Business Combination[140]. Accounting and Reporting - At June 30, 2023, the company reported no dilutive securities, resulting in diluted income (loss) per share being the same as basic income (loss) per share[144]. - Management does not anticipate that any recently issued accounting standards will materially affect the financial statements[145].

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed financial statements, management's analysis of financial condition, market risk disclosures, and internal controls [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements for Q1 2023 show a shift to net income, a significant decrease in total assets due to share redemptions, and ongoing going concern doubts [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets significantly decreased to **$102.0 million** as of March 31, 2023, primarily due to Class A share redemptions Condensed Balance Sheet Highlights (as of March 31, 2023 vs. December 31, 2022) | Metric | March 31, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $141,549 | $271,467 | | Cash and marketable securities held in Trust Account | $101,834,184 | $208,932,880 | | **Total Assets** | **$101,975,733** | **$209,298,900** | | **Liabilities & Shareholders' Deficit** | | | | Total Liabilities | $9,262,773 | $8,854,324 | | Class A ordinary shares subject to possible redemption | $101,834,184 | $208,932,880 | | Total Shareholders' Deficit | ($9,121,224) | ($8,488,304) | [Condensed Statements of Operations (Unaudited)](index=5&type=section&id=Condensed%20Statements%20of%20Operations%20(Unaudited)) The company reported a net income of **$998,238** for Q1 2023, a turnaround from a prior-year net loss, driven by increased interest income Statement of Operations Summary (For the Three Months Ended March 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Formation and operating costs | $577,950 | $431,549 | | Loss from operation costs | ($632,920) | ($483,009) | | Interest earned on marketable securities held in Trust Account | $1,631,158 | $20,442 | | **Net Income (Loss)** | **$998,238** | **($462,567)** | [Condensed Statements of Changes in Shareholders' Deficit (Unaudited)](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit%20(Unaudited)) The shareholders' deficit widened to **$9.1 million** by March 31, 2023, primarily due to Class A share accretion, partially offset by net income - The shareholders' deficit widened to **$(9,121,224)** at March 31, 2023, from **$(8,488,304)** at December 31, 2022[13](index=13&type=chunk) - Key drivers for the change in Q1 2023 included net income of **$998,238**, a **$580,000** contribution for extension, and a **$(2,211,158)** impact from the accretion of Class A ordinary shares to redemption value[13](index=13&type=chunk) [Condensed Statements of Cash Flows (Unaudited)](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20(Unaudited)) Net cash used in operating activities was **$129,918** for Q1 2023, with investing and financing activities offsetting, resulting in a decreased cash balance Cash Flow Summary (For the Three Months Ended March 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($129,918) | ($109,724) | | Net cash used in investing activities | ($580,000) | $0 | | Net cash provided by financing activities | $580,000 | $0 | | **Net change in cash** | **($129,918)** | **($109,724)** | | Cash at end of period | $141,549 | $918,459 | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) Notes detail the company's blank check status, the Business Combination Agreement with Seamless Group Inc., significant share redemptions, and substantial going concern doubts - The company is a blank check company that has not commenced operations and will not generate operating revenue until after an initial business combination[19](index=19&type=chunk)[20](index=20&type=chunk) - On August 3, 2022, the company entered into a Business Combination Agreement with Seamless Group Inc. The deadline to consummate a business combination has been extended to August 23, 2023[32](index=32&type=chunk)[35](index=35&type=chunk) - In connection with the deadline extension, holders of **10,415,452** Class A shares exercised their redemption rights for an aggregate amount of approximately **$109.31 million**[35](index=35&type=chunk) - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern for the next twelve months due to the mandatory liquidation if a business combination is not completed[45](index=45&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's pre-combination SPAC status, Q1 2023 financial performance, and significant going concern uncertainties due to limited liquidity - The company entered into a Business Combination Agreement with Seamless Group Inc. on August 3, 2022, and has extended the deadline to complete a transaction to August 23, 2023[117](index=117&type=chunk)[118](index=118&type=chunk) - Net income for Q1 2023 was **$998,238**, compared to a net loss of **$462,567** for Q1 2022, primarily due to higher interest income from the Trust Account[121](index=121&type=chunk) - As of March 31, 2023, the company had **$141,549** in cash and a working capital deficit of **$3,121,260**, raising substantial doubt about its ability to sustain operations for at least one year[129](index=129&type=chunk)[134](index=134&type=chunk) - Subsequent to the quarter end, on May 1, 2023, the company issued an unsecured promissory note for up to **$150,000** to its Sponsor to fund operations[132](index=132&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a smaller reporting company and is not required to provide the information for this item - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[145](index=145&type=chunk) [Controls and Procedures](index=29&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 effective as of March 31, 2023 - Based on an evaluation as of March 31, 2023, the CEO and CFO concluded that the company's disclosure controls and procedures are effective[146](index=146&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended March 31, 2023, that materially affected, or are reasonably likely to materially affect, internal controls[148](index=148&type=chunk) [PART II. OTHER INFORMATION](index=30&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section details legal proceedings, risk factors, equity sales, and other required disclosures [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - There are no legal proceedings to report[151](index=151&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022 - As of the date of this report, there have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on March 22, 2023[152](index=152&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the **$207.8 million** gross proceeds from the IPO and private placement, with **$94.6 million** remaining for a business combination after redemptions - Total gross proceeds from the IPO and Private Placement were **$207,795,642**, with **$202,998,782** placed in the Trust Account[153](index=153&type=chunk) - After accounting for deferred underwriting fees of ~**$6.0 million** and redemptions of ~**$109.3 million**, the amount of funds available for a business combination is approximately **$94.59 million**[153](index=153&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There are no defaults upon senior securities to report[155](index=155&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[156](index=156&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reports no other information - There is no other information to report[157](index=157&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) The report lists several exhibits filed as part of the report, including the Business Combination Agreement with its amendments and certifications by the Principal Executive Officer and Principal Financial Officer - Exhibits filed include the Business Combination Agreement dated August 3, 2022, and subsequent amendments, as well as Sarbanes-Oxley Act certifications[159](index=159&type=chunk)

Financial Performance - For the year ended December 31, 2022, the company reported a net loss of $1,111,964, with operating costs of $4,044,156 and interest income of $2,932,192 from marketable securities [286]. - The company incurred cash used in operating activities of $(756,716) for the year ended December 31, 2022, with significant costs expected in pursuit of a business combination [290][296]. - The company has a working capital deficit of $2,488,340 as of December 31, 2022, with only $271,467 in cash available for operations [293][296]. - Net loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, with diluted loss per share being the same as basic loss per share due to the absence of dilutive securities [304]. Marketable Securities and IPO - As of December 31, 2022, the company had marketable securities in the Trust Account totaling $208,932,880, with approximately $94.59 million available for a business combination after accounting for deferred underwriting fees and redemptions [292]. - 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 [287]. - A total of 10,415,452 Class A ordinary shares were redeemed for cash at a price of approximately $10.49 per share, resulting in an aggregate redemption amount of approximately $109.31 million [295]. Business Combination and Obligations - The company has until August 23, 2023, to complete its initial business combination, following the approval of the Extension Proposal by shareholders [295]. - The company is obligated to pay a deferred underwriting commission of $5,999,964 upon consummation of its initial business combination [300]. - The company has entered into agreements with Seamless Shareholders and the Sponsor to support the proposed business combination [280][282]. Accounting and Financial Reporting - The company has not entered into any off-balance sheet financing arrangements as of December 31, 2022 [298]. - The Company classifies warrants as equity-classified instruments based on specific terms and applicable guidance, concluding that the warrants should be classified as equity [303]. - Management does not anticipate that recently issued accounting standards will have a material effect on the financial statements [305].