NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
InFinT
Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 8, 2021. The
Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing
all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination
with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry
or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in financial technology
sections, generally headquartered in North America, Asia, Latin America, Europe and Israel, provided, however, that it has no intention
of conducting its principal operations in, or acquiring any business that is based in, or which does business in, China or Hong Kong
or which uses, or may use, a variable interest entity structure to conduct China-based operations.
At
March 31,2022, the Company had not yet commenced any operations. All activity through March 31, 2022 relates to the Company’s formation,
the initial public offering (the “Initial Public Offering”) and the search for a target business with which to consummate
an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business
Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents
from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company
is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and
emerging growth companies.
The
Company’s Sponsor is InFinT Capital LLC, a United States based sponsor group. The registration statement for the Company’s
Initial Public Offering was declared effective on November 18, 2021. On November 23, 2021, the Company consummated its Initial Public
Offering of 19,999,880 Units (the “Units” and, with respect to the Class A ordinary share included in the Units being offered,
the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $199,998,800, and incurring offering costs of $9,351,106
of which $5,999,964 was for deferred underwriting commissions (see Note 6). Each Unit consists of one Class A ordinary share of the Company
and one-half of one warrant, where each whole warrant entitles the holder to purchase one Class A ordinary share. The Company granted
the underwriter a 45-day option to purchase up to an additional 2,608,680 Units at the Initial Public Offering price to cover over-allotments,
if any. Simultaneous with the close of the Initial Public Offering, the over-allotment option was exercised in full.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 7,796,842 warrants
(the “Private Placement Warrants”) to the Sponsor, at a price of $1.00 per Private Placement Warrant, generating total gross
proceeds of $7,796,842 (the “Private Placement”) (see Note 4).
Transaction
costs amounted to $9,351,106, consisting of $2,499,985 of underwriting fees, $5,999,964 was for deferred underwriting commissions, $268,617
for the fair value of the representative shares and $582,540 of other offering costs.
Following
the closing of the Initial Public Offering and the exercise of the over-allotment partially by the underwriter on November 23, 2021,
an amount of $202,998,782 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale
of the Private Placement Warrants of $7,796,842 was placed in a trust account (the “Trust Account”), located in the United
States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any
open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph
(d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business
Combination and (ii) the distribution of the assets held in the Trust Account, as described below.
INFINT
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
The
Company has listed the Units on the New York Stock Exchange (“NYSE”). The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Placement Units, although
substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide
that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80%
of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned and less any interest
earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company
will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no
assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering,
management has agreed that $10.15 (or, if both three-month extensions occur, $10.45) per Unit sold in the Initial Public Offering, including
the proceeds of the sale of the Private Placement Warrants, will be held in the Trust Account and invested in U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended
investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as
determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds
in the Trust Account to the Company’s shareholders, as described below.
The
Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a
Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination
at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against
a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least
$5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding
shares voted are voted in favor of the Business Combination.
If
the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any
affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined
under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking
redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.
The
shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
$10.15 (or, if both three-month extensions occur, $10.45) per share, plus any pro rata interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders
who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter.
There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or rights.
These ordinary shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public
Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
INFINT
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
If
a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the
Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender
offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the
same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
The
Sponsor has agreed (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion
of the Business Combination; (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection
with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A)
to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination
or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 12 months from the closing
of the Initial Public Offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial
Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder
shares if the Company fails to complete the initial Business Combination within 12 months from the closing of the Initial Public Offering
(or up to 18 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business
Combination), although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they
hold if the Company fails to complete its initial Business Combination within the prescribed time frame; and (iv) vote any founder shares
held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated
transactions) in favor of the initial Business Combination.
The
Company will have until 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial
Public Offering if it extends the period of time to consummate a Business Combination) to consummate a Business Combination (the “Combination
Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution
expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board
of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands
law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption
rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to
complete its initial Business Combination within the 12 month time period (or up to 18 months from the closing of the Initial Public
Offering if the Company extends the period of time to consummate a Business Combinationd).
The
underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company
does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds
held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is
possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price
per Unit ($10.00).
INFINT
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amounts in the Trust Account to below $10.15 (or, if both three-month extensions occur, $10.45) per share (whether or not the underwriter’s
over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to
seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public
Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the
extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify
the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent
registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements
with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity
and Capital Resources
As
of March 31, 2022, the Company had approximately $918,459 of cash in its operating account and working capital of approximately $1,072,807.
Prior
to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution
of $ from the Sponsor to purchase the founder shares, and a loan of $ pursuant to the unsecured promissory note (the “Note”)
issued to the Sponsor, which was repaid on December 7, 2021 (Note 5). Subsequent to the consummation of the Initial Public Offering and
Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement
not held in the Trust Account.
Based
on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs
through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will
be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates,
performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with
or acquire, and structuring, negotiating and consummating the Business Combination. However, the $918,459 in cash might not be sufficient
to allow the Company to operate for at least the next 12 months from the issuance of the financial statements. Additionally, the Combination
Period is less than one year from the date of the issuance of the financial statements. As a result, there is substantial doubt that
the Company can sustain operations for a period of at least one-year from the issuance date of these financial statements.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The
accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United
States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging
growth company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
INFINT
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
Use
of estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had no cash equivalents as of March 31, 2022 and December 31, 2021.
Cash
Held in Trust Account
As
of March 31, 2022 and December 31, 2021, the Company had $203,021,148 and $203,000,706 in cash held in the Trust Account.
Offering
Costs associated with the Initial Public Offering
The
Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin
(“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $582,540 consist principally of costs
incurred in connection with formation of the Company and preparation for the Initial Public Offering and fair value of representative
shares of $268,617. These costs, together with the underwriter discount of $8,499,949 and fair value of the representation shares were
charged to additional paid-in capital upon completion of the Initial Public Offering.
Class
A ordinary shares subject to possible redemption
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing
Liabilities from Equity”. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are
measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s
Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control
and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022, the Class A ordinary shares subject to possible
redemption in the amount of $202,998,782 are presented as temporary equity, outside of the shareholders’ equity section of the
Company’s balance sheet.
The
amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table:
SCHEDULE OF RECONCILIATION OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Gross proceeds | |
$ | 199,998,800 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (7,482,088 | ) |
Class A ordinary shares issuance costs | |
| (9,351,106 | ) |
Plus: | |
| | |
Offering costs allocated to public warrants | |
| 349,831 | |
Accretion of carrying value to initial redemption value | |
| 19,483,345 | |
Class A ordinary shares subject to possible redemption | |
$ | 202,998,782 | |
Warrants
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC
815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments
pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for
equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other
conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant
issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants
have met the criteria for equity treatment.
Income
taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s
only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax
expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December
31, 2021, and for the three months ended March 31, 2022, and for the period from March 8, 2021 (inception), through March 31, 2021. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from
its position.
There
is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months.
INFINT
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
Net
loss per ordinary share
The
Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company applies
the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. Net
loss per share is computed by dividing net loss by the weighted average number of ordinary share outstanding during the period, excluding
ordinary share subject to forfeiture. At March 31, 2022, the Company did not have any dilutive securities and other contracts that could,
potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted loss per
share is the same as basic loss per share for the periods presented.
The
following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
SCHEDULE OF BASIC AND DILUTED NET LOSS PER ORDINARY SHARE
| |
Class A | | |
Class B | |
| |
For the three months ended March 31, 2022 | |
| |
Class A | | |
Class B | |
Basic and diluted net loss per ordinary share | |
| | | |
| | |
Numerator: | |
| | | |
| | |
Allocation of net loss | |
$ | (358,119 | ) | |
$ | (104,448 | ) |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average ordinary shares | |
| 19,999,880 | | |
| 5,833,083 | |
Basic and diluted net loss per ordinary share | |
$ | (0.02 | ) | |
$ | (0.02 | ) |
Concentration
of credit risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the federal depository insurance coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company
had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair
value of financial instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value
Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to
their short-term nature.
Recently
issued accounting pronouncements
Except
for the below, management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted,
would have a material effect on the Company’s financial statements.
In
August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,
Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity
(Subtopic 815-40) (“ASU 2020-06”) to simplify certain financial instruments. ASU 2020-06 eliminates the current models that
require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope
exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces
additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible
instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 and should be applied on a full or modified
retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim
periods within those fiscal years. The Company adopted ASU 2020-06 and there was no impact to the Company’s financial position,
results of operations or cash flows as a result of this adoption.
NOTE
3. INITIAL PUBLIC OFFERING
On
November 23, 2021, the Company consummated its Initial Public Offering of 19,999,880 Units at $10.00 per Unit, generating gross proceeds
of $199,998,800, and incurring offering costs of approximately $9,351,106 which $2,499,985 was for underwriting fees, $5,999,964 was
for deferred underwriting commissions, $268,617 for the fair value of the representative shares and $582,540 was for other offering costs.
Each
Unit consists of one ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant
entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).
NOTE
4. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 7,796,842 Private Placement
Warrants to the Sponsor, at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $7,796,842.
The
proceeds from the sale of the Private Placement Warrants have been added to the net proceeds from the Initial Public Offering held in
the Trust Account. The Private Placement Warrants are identical to the warrants sold in the Initial Public Offering, except as described
in Note 7. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will
expire worthless.
INFINT
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
5. RELATED PARTY TRANSACTIONS
Founder
Shares
At
March 31, 2022 and December 31, 2021, the Company has issued an aggregate of 5,833,083
Class B ordinary shares to the Sponsor for an
aggregate purchase price of $in cash. Our Sponsor transferred 69,999
Class B ordinary shares to EF Hutton and
30,000 Class B ordinary shares to JonesTrading as representative shares (the representative shares are deemed to be underwriters’
compensation by FINRA pursuant to Rule 5110 of the FINRA Manual). The initial shareholders collectively own 22.58%
of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase
any Public Shares in the Initial Public Offering and excluding the Private Placement Warrants and underlying securities).
The
initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees)
any of the Class B ordinary shares (or the Class A ordinary shares into which they be converted) until, the earlier of (i) six months
after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s Class
A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)
for any trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business
Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all
of the Company’s shareholders having the right to exchange their ordinary share for cash, securities or other property.
Promissory
Note – Related Party
On
April 20, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate
principal amount of up to $, to be used for payment of costs related to the Initial Public Offering. The Note is interest bearing
(% annual rate) and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. These
amounts were to be repaid upon completion of the Initial Public Offering out of the $696,875 of offering proceeds that has been allocated
for the payment of offering expenses. The Company borrowed $338,038 (included interest) under the promissory note, and fully repaid the
Note in full on December 10, 2021. As of March 31, 2022 and December 31, 2021, there was no outstanding balance under the Note.
Administrative
Services Arrangement
The
Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on NYSE through the
earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general
and administrative services, including office space, utilities and administrative services, as the Company may require from time to time.
The Company has agreed to pay the Sponsor $10,000 per month for these services. For the three months ended March 31, 2022, the Company
incurred $30,000 in expenses for these services. In addition, the Company reimbursed an affiliate of the Sponsor for certain costs incurred
on the Company’s behalf in the amount of $21,460.
Related
Party Loans and Costs
In
order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,
or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, up to $ of notes may be converted upon consummation
of a Business Combination into additional Private Placement Warrants at a price of $ per warrant. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans.
The
Company will have until 12 months from the closing of the Initial Public Offering to consummate its initial Business Combination. However,
if the Company anticipates that it may not be able to consummate the Company’s initial Business Combination within 12 months, the
Company may, by resolution of the Company’s board if requested by its Sponsor, extend the period of time to consummate a Business
Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination),
subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the trust agreement
to be entered into between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available
for the Company to consummate its initial Business Combination, the initial shareholders or their affiliates or designees, upon five
days advance notice prior to the applicable deadline, must deposit into the Trust Account for each three-month extension, $
($ per share in either case) on or prior to the date of the applicable deadline, up to an aggregate of $, or approximately
$ per share. Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon
the consummation of the Company’s initial Business Combination. If the Company completes its initial Business Combination, the
Company would repay such loaned amounts. In the event that the Company’s initial Business Combination does not close, the Company
may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Company’s
Trust Account would be used for such repayment. Up to $ of such loans may be convertible into Private Placement Warrants of
the post Business Combination entity at a price of $ per warrant at the option of the lender. Furthermore, the letter agreement with
the Company’s initial shareholders contains a provision pursuant to which its Sponsor has agreed to waive its right to be repaid
for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. In
the event that the Company receives notice from its Sponsor five days prior to the applicable deadline of its wish for us to effect an
extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline.
In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had
been timely deposited. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for
the Company to complete its initial Business Combination. If the Company chooses to extend the period of time to consummate a Business
Combination as set forth herein, the shareholders will not have the ability to vote or redeem their shares in connection with either
of the three-month extensions. However, if the Company seeks to complete a Business Combination during an extension period, investors
will still be able to vote and redeem their shares in connection with that Business Combination. As of March 31, 2022 and December 31,
2021, the Company has not borrowed any amounts from Working Capital Loans.
INFINT
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
Representative
Shares
On
November 23, 2021, the Company assigned 99,999 Class B ordinary shares to the representative for nominal consideration (the “Representative
Shares”). The Company estimated the fair value of Representative Shares to be $268,617, which is 2.96% of total offering cost of
$9,351,106. The Company recognized the estimated fair value as part of offering costs. The holders of the Representative Shares have
agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have
agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and
(ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete
a Business Combination within the Combination Period.
The
Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately
following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110I(1) of FINRA’s
NASD Conduct Rules. Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately
following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred,
assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related
to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona
fide officers or partners.
NOTE
6. COMMITMENTS AND CONTINGENCIES
Registration
Rights
The
holders of the insider shares, as well as the holders of the Private Placement Warrants (and underlying securities) and any securities
issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be
signed prior to or on the effective date of Initial Public Offering. The holders of a majority of these securities are entitled to make
up to three demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriter (and/or its
designees) may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date
of the Initial Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at
any time commencing three months prior to the date on which these ordinary share are to be released from escrow. The holders of a majority
of the Private Placement Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying
securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the
consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriter (and/or its designees) may participate
in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering.
The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything
to the contrary, under FINRA Rule 5110, the underwriter and/or its designees may only make a demand registration (i) on one occasion
and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering,
and the underwriter and/or its designees may participate in a “piggy-back” registration only during the seven-year period
beginning on the effective date of the registration statement relating to the Initial Public Offering.
Underwriting
Agreement
The
Company purchased the 2,608,680 Units to cover over-allotments at the Initial Public Offering price.
The
underwriter received a cash underwriting discount of: (i) one and one-quarter percent (1.25%) of the gross proceeds of the Initial Public
Offering, or $2,499,985, (ii) one half of a percent (0.5%) in the form of Representative Shares. In addition, the underwriter is entitled
to a deferred fee of three percent (3.00%) of the gross proceeds of the Initial Public Offering, or $5,999,964 upon closing of the Business
Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account,
subject to the terms of the underwriting agreement.
Right
of First Refusal
For
a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a Business Combination, the
Company has granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all
future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)I(i), such
right of first refusal shall not have a duration of more than three years from the effective date of the registration statement.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public
Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
INFINT
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
7. SHAREHOLDER’S EQUITY
Preferred
Shares — The Company is authorized to issue 5,000,000 preferred shares with a par value of $0.0001 per share with such
designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At March 31, 2022
and December 31, 2021, there were no preferred shares issued or outstanding.
Class
A Ordinary share — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per
share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At March 31, 2022 and December
31, 2021, there were no Class A ordinary shares issued and outstanding (excluding the 19,999,880 shares subject to redemption).
Class
B Ordinary share — The Company is authorized to issue 50,000,000
Class B ordinary shares with a par value of $0.0001
per share. Holders of the Company’s Class
B ordinary shares are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 5,833,083
Class B ordinary shares issued and outstanding.
The Sponsor transferred founder shares to EF Hutton and 30,000
founder shares to JonesTrading as Representative Shares. Hence, as of March 31, 2022 and December 31, 2021, of Class B ordinary shares were held by the Sponsor
and 99,999
of such shares were held by the representatives
as representative shares. The initial shareholders own 22.58%
of the issued and outstanding shares after the Initial Public Offering, assuming the initial shareholders do not purchase any Public
Shares in the Initial Public Offering. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of
the Company’s initial Business Combination on a one-for-one basis.
Warrants
—The Public Warrants will become exercisable on the later of 30 days after the consummation of a Business Combination and
12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business
Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation
to settle such Public Warrants exercise unless a registration statement under the Securities Act covering the issuance of the Class A
ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject
to the Company satisfying its obligations with respect to registration or such issuance is deemed to be exempt under the Securities Act
and the securities laws of the state of residence of the registered holder of the warrants.
Once
the warrants become exercisable, the Company may redeem the Public Warrants:
|
● |
in
whole and not in part; |
|
● |
at
a price of $0.01 per warrant; |
|
● |
at
any time after the warrants become exercisable, |
|
● |
upon
not less than 30 days’ prior written notice of redemption to each warrant holder; |
|
● |
if,
and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing
at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant
holders; and |
|
● |
if,
and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants. |
If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class
A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend,
or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for
issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net
cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates
the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will
they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly,
the warrants may expire worthless.
In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities in connection with the closing of
a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (with such issue
price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such
issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion
of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary
shares during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination
(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger
price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
The
Private Placement Warrants, as well as up to 1,500,000 warrants underlying additional Private Placement Warrants the Company issues to
the Sponsor, officers, directors, initial Shareholders or their affiliates in payment of Working Capital Loans made to the Company, will
be identical to the warrants underlying the Units being offered in the Initial Public Offering. Pursuant to an agreement that the Company
has entered into with the holders of the Private Placement Warrants, the Private Placement Warrants may not, subject to certain limited
exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial Business
Combination.
At
March 31, 2022 and December 31, 2021, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private Placement Warrants outstanding.
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment
considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant
to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments
are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement”
in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments
are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement
qualify for equity accounting treatment.
NOTE
8. SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or
transactions that occurred up to the date the audited financial statements were issued. Based upon this review, the Company did not identify
any subsequent events that would have required adjustment or disclosure in the condensed financial statements.