InFinT Acquisition (IFIN) - 2022 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited condensed financial statements for INFINT Acquisition Corporation as of September 30, 2022, and for the three and nine-month periods then ended Condensed Balance Sheets As of September 30, 2022, the company held $204.2 million in its trust account, with total assets at $204.9 million and total liabilities at $8.0 million, resulting in a shareholders' deficit of $7.3 million Condensed Balance Sheet Highlights (as of September 30, 2022) | Financial Metric | September 30, 2022 (Unaudited) | December 31, 2021 (Audited) | | :--- | :--- | :--- | | Cash | $551,858 | $1,028,183 | | Cash and marketable securities held in trust account | $204,211,529 | $203,000,706 | | Total Assets | $204,870,102 | $204,632,996 | | Total Liabilities | $7,961,779 | $6,076,438 | | Class A ordinary shares subject to possible redemption | $204,211,529 | $202,998,782 | | Total Shareholders' Deficit | ($7,303,206) | ($4,442,224) | Condensed Statements of Operations For the nine months ended September 30, 2022, the company reported a net loss of $1.65 million, primarily due to $2.86 million in operating costs, partially offset by $1.21 million in interest income Statement of Operations Summary (Unaudited) | Period | Formation and operating costs | Interest earned on marketable securities | Net Loss | | :--- | :--- | :--- | :--- | | Three Months Ended Sep 30, 2022 | $1,118,431 | $916,262 | ($202,169) | | Nine Months Ended Sep 30, 2022 | $2,859,058 | $1,210,823 | ($1,648,235) | Condensed Statements of Changes in Shareholders' Deficit The company's shareholders' deficit increased from $4.44 million at the beginning of 2022 to $7.30 million by September 30, 2022, primarily due to the net loss and accretion of Class A ordinary shares - The total shareholders' deficit grew to $7,303,206 as of September 30, 2022, from a balance of $4,442,224 at the start of the year[12] Condensed Statements of Cash Flows For the nine months ended September 30, 2022, net cash used in operating activities was $523,192, resulting in a net decrease in cash of $476,325 and an ending cash balance of $551,858 Cash Flow Highlights (Nine Months Ended Sep 30, 2022) | Cash Flow Item | Amount | | :--- | :--- | | Net cash used in operating activities | ($523,192) | | Net cash provided by financing activities | $46,867 | | Net change in cash | ($476,325) | | Cash at end of period | $551,858 | Notes to Condensed Financial Statements (Unaudited) This section provides detailed explanations of the company's accounting policies and financial statement items, including its nature as a SPAC, proposed business combination, related party transactions, commitments, and a going concern warning Note 1. Description of Organization, Business Operations and Going Concern INFINT is a Cayman Islands blank check company formed to effect a business combination, which has entered into an agreement with Seamless Group Inc., but faces substantial doubt about its ability to continue as a going concern due to the impending liquidation deadline - The company is a blank check company targeting businesses in the financial technology sector, excluding those based in China or Hong Kong[20] - On August 3, 2022, the company entered into a Business Combination Agreement with Seamless Group Inc., with Seamless shareholders expected to receive $400 million in aggregate consideration in the form of INFINT ordinary shares[40][41] - Management has determined that the mandatory liquidation requirement, should a Business Combination not occur by the deadline, raises substantial doubt about the Company's ability to continue as a going concern[48] Note 2. Summary of Significant Accounting Policies The financial statements are prepared under U.S. GAAP, with the company electing to use the extended transition period for new accounting standards as an 'emerging growth company', and classifying Class A ordinary shares subject to possible redemption as temporary equity - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[50][51] - Class A ordinary shares subject to possible redemption are classified as temporary equity, with a value of $204,211,529 as of September 30, 2022[58][61] Note 5. Related Party Transactions The company has ongoing transactions with its Sponsor, InFinT Capital LLC, including monthly administrative service fees and a provision for convertible Working Capital Loans - The company pays its Sponsor $10,000 per month for general and administrative services, totaling $90,000 for the nine months ended September 30, 2022[83] - The Sponsor may provide Working Capital Loans, of which up to $1,500,000 may be converted into Private Placement Warrants at $1.00 per warrant upon consummation of a Business Combination[85] Note 6. Commitments and Contingencies The company has a deferred underwriting fee of $5,999,964 payable upon closing a Business Combination and has granted the underwriter a right of first refusal for future offerings - A deferred underwriting fee of $5,999,964 (3.00% of gross proceeds) is payable to the underwriter upon the closing of the Business Combination[94] - The company has granted EF Hutton a 12-month right of first refusal to act as lead manager for any future equity or debt offerings after the Business Combination closes[99] Note 9. Subsequent Events Subsequent to the quarter-end, the company filed proxy statements to seek shareholder approval for a four-month extension of the business combination deadline, from November 23, 2022, to March 23, 2023 - On October 20, 2022, the company filed a Preliminary Proxy Statement to seek shareholder approval to extend the business combination deadline by four months, from November 23, 2022, to March 23, 2023[115] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial state, attributing the net loss to operating costs offset by interest income, and highlights a working capital deficit and insufficient cash, raising substantial doubt about its ability to operate without a business combination Results of Operations Summary | Period | Net Loss | Key Components | | :--- | :--- | :--- | | 3 Months Ended Sep 30, 2022 | ($202,169) | $1.12M operating costs, offset by $0.92M interest income | | 9 Months Ended Sep 30, 2022 | ($1,648,235) | $2.86M operating costs, offset by $1.21M interest income | - As of September 30, 2022, the company had $551,858 of cash in its operating account and a working capital deficit of $1,303,242[133] - Management states that the available cash of $551,858 might not be sufficient to operate for the next 12 months, and the impending combination deadline raises substantial doubt about the company's ability to continue as a going concern[136] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the registrant is not required to provide information for this item - As a smaller reporting company, the registrant is not required to provide the information otherwise required under this item[147] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of September 30, 2022, the CEO and CFO concluded that the company's disclosure controls and procedures are effective[148] - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[150] PART II. OTHER INFORMATION Item 1. Legal Proceedings The company reports that there are no legal proceedings - The company has no legal proceedings to report[153] Item 1A. Risk Factors This section highlights new risk factors, including the potential for the company to be deemed a 'foreign person' under CFIUS regulations due to its proposed merger with Singapore-headquartered Seamless, and the uncertainty of completing a business combination even with a deadline extension - A new risk is identified that the company may be deemed a 'foreign person' under CFIUS regulations, which could subject the Business Combination with Seamless to review, delay, or blockage[155][156] - The company warns that even if the proposed extension to the combination deadline is approved, there is no assurance it will enable the completion of a Business Combination, and redemptions could leave insufficient cash[158] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities This section details the unregistered sale of 5.83 million Class B ordinary shares to the Sponsor for $25,100 and reiterates that $202,998,782 of IPO proceeds was placed into the Trust Account - The company issued 5,833,083 Class B ordinary shares to the Sponsor for an aggregate price of $25,100 in cash[159] - Following the IPO and private placement, $202,998,782 was placed in the Trust Account to be used for a future Business Combination[162] Item 6. Exhibits This section lists the exhibits filed with the quarterly report, including the Business Combination Agreement with Seamless, the Sponsor Support Agreement, and officer certifications - Exhibits filed with the report include the Business Combination Agreement (2.1), Shareholder Support Agreement (10.1), Sponsor Support Agreement (10.2), and CEO/CFO certifications (31.1, 31.2, 32.1, 32.2)[170]