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].

Financial Performance - For the three months ended June 30, 2022, the company reported a net loss of $983,499, with operating costs of $1,257,618 and interest income of $274,119 from marketable securities[108]. - For the six months ended June 30, 2022, the company had a net loss of $1,446,066, consisting of operating costs of $1,740,627 and interest income of $294,561[108]. Assets and Securities - As of June 30, 2022, the company held marketable securities in the Trust Account amounting to $203,295,267, primarily in a money market fund and government bonds[115]. - The company generated total gross proceeds of $207,795,642 from its IPO and private placement, with $199,998,800 raised in the IPO alone[112]. - The company has $776,483 in cash available in its operating account and a working capital deficit of $184,811 as of June 30, 2022[116]. Obligations and Debt - The company is obligated to pay a deferred underwriting commission of $5,999,964 upon consummation of its initial business combination[123]. - The company has not incurred any long-term debt or off-balance sheet financing arrangements as of June 30, 2022[121]. Business Combination and Operations - The company has until 12 months from the closing of the IPO to complete its initial business combination, with the possibility of extending this period by up to six months[118]. - 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 one year from the issuance of the financial statements[119]. - The company does not expect to generate any operating revenues until after the completion of its business combination[120].

Financial Performance - For the three months ended March 31, 2022, the company reported a net loss of $462,567, with operating costs of $483,009 and interest income of $20,442 from marketable securities [106]. - As of March 31, 2022, there is substantial doubt about the company's ability to sustain operations for at least one year from the issuance of the financial statements [115]. Fundraising Activities - The company raised gross proceeds of $173,912,000 from its Initial Public Offering of 17,391,200 Units, sold at an offering price of $10.00 per Unit [107]. - An additional $7,032,580 was generated from the Private Placement of 7,032,580 warrants at a price of $1.00 per warrant [108]. - Total gross proceeds from the Initial Public Offering and Private Placement amounted to $207,795,642, with $202,998,782 placed in the Trust Account [109]. Cash and Assets - As of March 31, 2022, the company had cash and marketable securities in the Trust Account totaling $203,021,148 [111]. - The company has $918,459 in cash available in its operating account and working capital of $1,072,807 [112]. Debt and Obligations - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2022 [116]. - The company is obligated to pay a deferred underwriting commission of $5,999,964 upon consummation of its initial Business Combination [118]. Business Combination Timeline - The company has until 12 months from the closing of the Initial Public Offering to complete its initial Business Combination, with the possibility of extending this period by up to 6 months [114].

Financial Performance - The company reported a net loss of $181,695 for the period from March 8, 2021, to December 31, 2021, with operating costs of $183,619 and interest income of $1,924 from marketable securities[263]. Initial Public Offering (IPO) - The initial public offering (IPO) on November 23, 2021, generated gross proceeds of $173,912,000 from the sale of 17,391,200 units, each priced at $10.00[264]. - An additional 764,262 private warrants were sold during the IPO's over-allotment option, generating gross proceeds of $764,262, bringing total gross proceeds from the IPO and private placement to $207,795,642[266]. Financial Position - As of December 31, 2021, the company held marketable securities in the Trust Account amounting to $203,000,706, primarily in a money market fund and government bonds[268]. - The company has $1,028,183 in cash available in its operating account and working capital of $1,555,816 as of December 31, 2021, to evaluate target businesses and cover operational expenses[269]. - Class A ordinary shares subject to possible redemption amounted to $202,998,782 as of December 31, 2021, classified as temporary equity on the balance sheet[277]. Obligations and Commitments - 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, upon consummation of its initial business combination[275]. - The company may extend the period to consummate a business combination up to 18 months, requiring additional deposits into the trust account of $2,999,982 for each three-month extension[271]. Operational Expenses - The company incurred monthly fees of $10,000 to its Sponsor for office space and administrative support starting from November 23, 2021[274]. - The company has not entered into any off-balance sheet financing arrangements as of December 31, 2021[273].