InFinT Acquisition (IFIN) - 2023 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed financial statements, management's analysis of financial condition, market risk disclosures, and internal controls Financial Statements 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 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) 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) 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] - 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] Condensed Statements of Cash Flows (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) 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][20] - 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][35] - 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] - 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] Management's Discussion and Analysis of Financial Condition and Results of Operations 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][118] - 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] - 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][134] - 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] Quantitative and Qualitative Disclosures About Market Risk 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] Controls and Procedures 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] - 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] PART II. OTHER INFORMATION This section details legal proceedings, risk factors, equity sales, and other required disclosures Legal Proceedings The company reports no legal proceedings - There are no legal proceedings to report[151] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] Defaults Upon Senior Securities The company reports no defaults upon senior securities - There are no defaults upon senior securities to report[155] Mine Safety Disclosures This item is not applicable to the company - Not Applicable[156] Other Information The company reports no other information - There is no other information to report[157] Exhibits 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]