Reflects continued advancement in the
business combination process; transaction remains on schedule and
is expected to be completed during the first quarter of
2023
INFINT Acquisition Corporation (“INFINT”) (NYSE: IFIN, IFIN.WS),
a special purpose acquisition company, and Seamless Group Inc., a
leading global fintech platform (“Seamless”), today announced the
filing of a registration statement on Form S-4 (the “Registration
Statement”), with the U.S. Securities and Exchange Commission
(SEC).
The Registration Statement contains a preliminary proxy
statement and prospectus in connection with INFINT’s previously
announced proposed business combination with Seamless. While the
Registration Statement has not yet become effective and the
information contained therein is subject to change, it provides
important information about INFINT, Seamless and the proposed
business combination.
As previously announced, on August 3, 2022, INFINT entered into
a business combination agreement with Seamless, an EBITDA positive
company with cash as of June 30, 2022 of $59.1 million. The
business combination does not contain a minimum cash condition and
is expected to close in the first quarter of 2023, subject to
approval by INFINT's shareholders, the Registration Statement being
declared effective by the SEC, and other customary closing
conditions. The transaction values Seamless at an enterprise value
of $400 million. Seamless’ financial results for the year ended
December 31, 2021 and the six months ended June 30, 2022 and
related disclosures can be found in the Registration Statement,
which we encourage you to read.
Seamless’ entities operate global digital money transfer
services delivering global financial access for the unbanked
populations and migrant workers, as well as companies with a focus
in Southeast Asia. Companies under the Seamless umbrella include
Tranglo, one of Asia’s leading platforms and service providers of
cross-border payment processing capabilities, as well as a leading
international retail airtime transfer operator in WalletKu.
Seamless believes its business model is highly scalable and
transferrable to additional geographic markets, aiming to grow and
create value for all participants within the Seamless ecosystem.
The expertise Seamless has gained from its deep understanding of
its target audience should allow the continued expansion of its
visionary portfolio companies globally through strategic
acquisitions.
Advisors
ARC Group Limited is acting as sole financial and M&A
advisor to INFINT. Nelson Mullins Riley & Scarborough LLP is
acting as legal counsel to Seamless. Greenberg Traurig, LLP is
acting as legal counsel to INFINT.
About Seamless Group
Seamless Group Inc. pioneers a global fintech banking platform
for e-wallets, financial institutions and merchants worldwide,
delivering frictionless interoperable real-time fund transfers and
instant messaging. Seamless’ state-of-the-art digital ecosystem
empowers billions of smart consumers and businesses to grow rapidly
and efficiently in over 150 countries.
About INFINT Acquisition Corporation
INFINT Acquisition Corporation is a Special Purpose Acquisition
Corporation (SPAC) company on a mission to bring the most promising
financial technology company from North America, Asia, Latin
America, Europe and Israel to the U.S. public market. As a result
of the pandemic, the world is changing rapidly, and in unique,
unexpected ways. Thanks to growth and investment in the global
digital infrastructure, legal, healthcare, automotive, financial,
and other fields are evolving at a faster rate than ever before.
INFINT believes the greatest opportunities in the near future lie
in the global fintech space and are looking forward to merging with
an exceptional international fintech company.
Additional Information and Where to Find It
This press release relates to the transaction, but does not
contain all the information that should be considered concerning
the transaction and is not intended to form the basis of any
investment decision or any other decision in respect of the
transaction. INFINT has filed with the SEC a registration statement
on Form S-4 relating to the transaction that includes a proxy
statement of INFINT and a prospectus of INFINT. When available, the
definitive proxy statement/prospectus and other relevant materials
will be sent to all INFINT shareholders as of a record date to be
established for voting on the transaction. INFINT also will file
other documents regarding the transaction with the SEC. Before
making any voting decision, investors and securities holders of
INFINT are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the transaction as
they become available because they will contain important
information about INFINT, Seamless and the transaction.
Investors and securities holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by INFINT
through the website maintained by the SEC at www.sec.gov. In
addition, the documents filed by INFINT may be obtained free of
charge from INFINT’s website at https://infintspac.com/ or by
written request to INFINT at INFINT Acquisition Corporation, 32
Broadway, Suite 401, New York, NY 10004.
Participants in the Solicitation
INFINT and Seamless and their respective directors and officers
may be deemed to be participants in the solicitation of proxies
from INFINT’s shareholders in connection with the transaction.
Information about the directors and executive officers of INFINT is
set forth in INFINT’s filings with the SEC. Information about the
directors and executive officers of Seamless and more detailed
information regarding the identity of all potential participants,
and their direct and indirect interests by security holdings or
otherwise, will be set forth in the definitive proxy
statement/prospectus for the transaction when available.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the transaction between Seamless and INFINT, including statements
regarding the benefits of the transaction, the anticipated timing
of the completion of the transaction, the services offered by
Seamless and the markets in which it operates, the expected total
addressable market for the services offered by Seamless, the
sufficiency of the net proceeds of the proposed transaction to fund
Seamless’ operations and business plan and Seamless’ projected
future results. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including, but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all; (ii)
the risk that the transaction may not be completed by INFINT’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
INFINT; (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
business combination agreement by the shareholders of INFINT and
Seamless, the satisfaction of the minimum trust account amount
following redemptions by INFINT’s public shareholders and the
receipt of certain governmental and regulatory approvals; (iv) the
lack of a third-party valuation in determining whether or not to
pursue the transaction; (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
business combination agreement; (vi) the effect of the announcement
or pendency of the transaction on Seamless’ business relationships,
performance, and business generally; (vii) risks that the
transaction disrupts current plans and operations of Seamless as a
result; (viii) the outcome of any legal proceedings that may be
instituted against Seamless, INFINT or others related to the
business combination agreement or the transaction; (ix) the ability
to meet New York Stock Exchange listing standards at or following
the consummation of the transaction; (x) the ability to recognize
the anticipated benefits of the transaction, which may be affected
by a variety of factors, including changes in the competitive and
highly regulated industries in which Seamless operates, variations
in performance across competitors and partners, changes in laws and
regulations affecting Seamless’ business or cryptocurrencies in
general and the ability of Seamless and the post-combination
company to retain its management and key employees; (xi) the
ability to implement business plans, forecasts, and other
expectations after the completion of the transaction (xii) the risk
that Seamless may fail to keep pace with rapid technological
developments to provide new and innovative products and services or
make substantial investments in unsuccessful new products and
services; (xiii) the ability to attract new users and retain
existing users in order to continue to expand; (xiv) Seamless’
ability to integrate its services with a variety of operating
systems, networks and devices; (xv) the risk that Seamless will
need to raise additional capital to execute its business plan,
which may not be available on acceptable terms or at all; (xvi) the
risk that the post-combination company experiences difficulties in
managing its growth and expanding operations; (xvii) the risk of
product liability or regulatory lawsuits or proceedings relating to
Seamless’ business; (xviii) the risk of cyber security or foreign
exchange losses; (xix) the risk that Seamless is unable to secure
or protect its intellectual property; (xx) the effects of COVID-19
or other public health crises or hostilities in Ukraine or other
geopolitical crises on Seamless’ business and results of operations
and the global economy generally; and (xxi) costs related to the
transaction. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in the “Risk Factors” section of
INFINT’s Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, the registration statement on Form S-4 and proxy
statement/prospectus discussed above and other documents filed by
INFINT from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Seamless and
INFINT assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither Seamless nor
INFINT gives any assurance that either Seamless or INFINT will
achieve its expectations.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the transaction and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of INFINT
or Seamless, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or exemptions
therefrom.
Non-GAAP Financial Measures
This press release uses EBITDA, which is a Non-GAAP financial
measure, to present the financial performance of Seamless. Non-GAAP
financial measures should be viewed in addition to, and not as an
alternative for, Seamless’ operating results or cash flow from
operations or any other measure of performance as determined in
accordance with GAAP. We believe the Non-GAAP financial measures
are useful to investors because such results provide additional
insights into trends in Seamless’ business. The presentation of
these measures may not be comparable to similarly titled measures
of other companies’ reports. You should review Seamless’ audited
financial statements, which are included in the Registration
Statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20221003005348/en/
Investor Contacts Shannon Devine/ Mark Schwalenberg MZ
Group North America 203-741-8811 shannon.devine@mzgroup.us
PR Contacts Joe McGurk/ Kati Waldenburg MZ Group North
America 917-259-6895 joe.mcgurk@mzgroup.us
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