Business context and reporting period
This Form 10-Q is for INFINT Acquisition Corporation, a blank-check company, for the quarter and nine months ended September 30, 2022. The filing does not identify Currenc Group Inc. as the registrant; investors should confirm the filing matches the intended company. INFINT had not begun operating activities and was searching for a business combination.
Financial performance and position
- Revenue: No operating revenue; the company expected none before completing a business combination.
- Net loss: $202,169 for Q3 2022 and $1.65 million for the first nine months of 2022, compared with losses of $583 and $29,843, respectively, in the corresponding 2021 periods. Q3 operating costs of $1.12 million were partly offset by $916,262 of trust-account interest; nine-month costs of $2.86 million were partly offset by $1.21 million of interest.
- Cash flow: $523,192 used in operating activities during the first nine months of 2022. Cash declined from $1.03 million at December 31, 2021 to $551,858 at September 30, 2022.
- Liquidity: Working-capital deficit was approximately $1.30 million. The trust account held $204.21 million, principally in money-market investments and U.S. government securities, but those funds were generally reserved for a business combination or shareholder redemptions, not operating expenses.
- Debt and obligations: No long-term debt was reported; $1.91 million of accrued expenses, $46,867 due to related parties, and a $6.00 million deferred underwriting fee payable were reported. The deferred fee is due upon a completed business combination.
- Equity and redemption: $204.21 million of Class A shares were classified as temporary equity subject to possible redemption. Shareholders’ deficit was $7.30 million.
Changes versus prior comparable periods
Operating costs and net losses increased substantially from the comparable 2021 periods as the company pursued a transaction and incurred public-company and diligence expenses. Trust-account interest provided significant non-operating income in 2022; the 2021 comparison periods had no such interest income.
Outlook, risks and unusual items
- On August 3, 2022, INFINT agreed to combine with Seamless Group Inc. Seamless shareholders were to receive $400 million of INFINT shares, calculated at $10 per share. The transaction was expected to close in Q1 2023, subject to shareholder approval and other conditions.
- The original business-combination deadline was November 23, 2022, with extensions of up to two three-month periods possible if sponsor deposits were made. After quarter-end, INFINT sought shareholder approval for a separate four-month extension to March 23, 2023. The sponsor was not obligated to fund extensions.
- Management reported substantial doubt about the company’s ability to continue as a going concern, citing limited operating cash, the approaching deadline, and the possibility that the transaction would not be completed. The company said its $551,858 of cash might not fund operations for the next 12 months.
- Risks include transaction failure, shareholder redemptions leaving insufficient cash, and possible CFIUS review or other regulatory restrictions. If no combination is completed within the permitted period, public shares would be redeemed from the trust, while warrants could expire worthless.
- The company reported no legal proceedings and no material changes to internal control over financial reporting; management concluded disclosure controls were effective. It identified no material subsequent event requiring adjustment, while disclosing the post-quarter extension proposal and proxy filings.
Key facts for investors to verify
- Confirm the registrant: this filing is for INFINT Acquisition Corporation, not Currenc Group Inc.
- Check the status and final terms of the Seamless transaction, including approvals, closing conditions, and the expected closing date.
- Verify whether the extension was approved, funded, and effective, and confirm the applicable liquidation deadline.
- Review trust assets, redemption levels, available operating cash, and any sponsor or related-party financing.
- Assess CFIUS and other regulatory risks, transaction dilution, and the deferred underwriting fee payable at closing.