Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended June 30, 2024, for INFINT Acquisition Corporation (a Cayman Islands exempted company), which is expected to change its name to Currenc Group Inc. upon the closing of its proposed business combination. The Company is a blank check company formed to acquire a target business. As of the filing date, the Company has not commenced operations and generates no operating revenue, relying instead on interest income from its Trust Account.
Key Financial Metrics
| Metric | Q2 2024 (3 Months) | YTD 2024 (6 Months) | YTD 2023 (6 Months) |
|---|---|---|---|
| Net Income | $174,050 | $764,153 | $1,720,167 |
| Operating Costs | ($537,075) | ($896,072) | ($1,129,766) |
| Interest Income (Trust Account) | $711,125 | $1,660,225 | $2,849,933 |
| Cash (Operating Account) | $8,780 | $8,780 | $11,816 |
| Trust Account Balance | $55,457,522 | $55,457,522 | $83,523,112 |
| Working Capital Deficit | ($5,412,119) | ($5,412,119) | N/A |
| Deferred Underwriting Fees | $5,999,964 | $5,999,964 | $5,999,964 |
Material Changes vs. Prior Period
- Reductions in Trust Account: The Trust Account balance decreased from $83.5 million at December 31, 2023, to $55.5 million at June 30, 2024. This decline is primarily due to shareholder redemptions totaling approximately $30.3 million in connection with the approval of the "Third Extension" of the business combination deadline.
- Share Count Reduction: Class A ordinary shares subject to redemption decreased from 7,408,425 to 4,747,021 following the redemption of 2,661,404 shares.
- Net Income Decline: Net income for the six months ended June 30, 2024 ($764,153) was significantly lower than the same period in 2023 ($1.72 million), driven by a reduction in interest income earned on the Trust Account due to the lower principal balance.
- New Debt Instrument: The Company issued a new unsecured promissory note (the "Seamless Note") to the target company, Seamless Group Inc., with $316,297 outstanding as of June 30, 2024.
Outlook, Risks, and Management Commentary
- Business Combination Status: The Company entered into a Business Combination Agreement with Seamless Group Inc. Shareholders approved the transaction on August 6, 2024. The deal is expected to close on or around August 20, 2024. Upon closing, the Company will be renamed Currenc Group Inc. and listed on Nasdaq under the symbol "CURR."
- Extension and Liquidity: The deadline to consummate a business combination was extended to November 23, 2024. Management has expressed substantial doubt about the Company's ability to continue as a going concern for the next 12 months if the combination is not completed, citing a working capital deficit and minimal operating cash ($8,780).
- NYSE Compliance: The Company received notice from the NYSE regarding non-compliance with the minimum 300 public stockholder requirement. A business plan to regain compliance was accepted, with monitoring continuing until November 23, 2024.
- Internal Controls: Management disclosed a material weakness in internal controls over financial reporting related to the measurement of complex financial instruments, stemming from a restatement in the prior year.
- Related Party Obligations: The Company owes $325,000 to its Sponsor under working capital loans and $316,297 to Seamless under the Seamless Note. Additionally, a deferred underwriting fee of $5,999,964 is payable upon the closing of the business combination.
Investor Verification Checklist
- Closing Conditions: Verify the satisfaction of all closing conditions for the Seamless Group Inc. merger, as the transaction is anticipated to close in late August 2024.
- Going Concern Status: Confirm the Company's ability to fund operations until the merger closes, given the reported working capital deficit and minimal operating cash.
- Redemption Impact: Assess the impact of the $30.3 million in redemptions on the final pro forma capitalization and the amount of cash available for the combined entity.
- Internal Control Remediation: Review the progress of remediation efforts regarding the material weakness in internal controls over financial reporting.
- Debt Conversion: Monitor the terms of the working capital loans and the Seamless Note, specifically the option for the lenders to convert these debts into warrants upon the consummation of the business combination.