Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | INFINT ACQUISITION CORPORATION |
Entity Central Index Key | 0001862935 |
Entity Tax Identification Number | 98-1602649 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 32 Broadway |
Entity Address, Address Line Two | Suite 401 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10004 |
City Area Code | (212) |
Local Phone Number | 287-5010 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 32 Broadway |
Entity Address, Address Line Two | Suite 401 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10004 |
City Area Code | (212) |
Local Phone Number | 287-5010 |
Contact Personnel Name | Alexander Edgarov |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||||
Cash and cash equivalents | $ 551,858 | $ 1,028,183 | ||
Prepaid expenses | 106,715 | 604,107 | ||
Total current assets | 658,573 | 1,632,290 | ||
Cash and marketable securities held in trust account | 204,211,529 | 203,000,706 | ||
Total assets | 204,870,102 | 204,632,996 | ||
Current liabilities: | ||||
Accounts payable, accruals and other payables | 1,914,948 | 76,474 | ||
Amounts due to related parties | 46,867 | |||
Total current liabilities | 1,961,815 | 76,474 | ||
Deferred underwriter fee payable | 5,999,964 | 5,999,964 | ||
Total liabilities | 7,961,779 | 6,076,438 | ||
Commitments and contingencies (Note 9) | ||||
Mezzanine equity | 204,211,529 | 202,998,782 | ||
Shareholders’ deficit: | ||||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||||
Additional paid-in capital | ||||
Accumulated deficit | (7,303,789) | (4,442,807) | ||
Total deficit | (7,303,206) | $ (6,184,775) | (4,442,224) | |
Total liabilities, mezzanine equity and shareholders’ deficit | 204,870,102 | 204,632,996 | ||
Seamless Group Inc [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 59,074,344 | 62,754,165 | $ 61,099,669 | |
Short-term investments | 2,050,144 | 2,063,003 | 2,024,057 | |
Restricted cash | 6,088,891 | 6,438,287 | 6,451,126 | |
Accounts receivable | 3,872,783 | 2,880,915 | 4,204,138 | |
Prepayments to remittance agents | 86,896 | 87,766 | 2,471,236 | |
Escrow money receivable | 3,430,427 | 2,624,687 | 2,717,846 | |
Amounts due from related parties | 2,391,079 | 2,891,286 | 144,922 | |
Prepayments, receivables and other assets | 21,150,999 | 22,773,279 | 19,030,860 | |
Total current assets | 98,145,563 | 102,513,388 | 98,143,854 | |
Investment in an equity security | 100,000 | 100,000 | 100,000 | |
Equipment and software, net | 1,236,017 | 1,335,092 | 2,258,433 | |
Right-of-use asset | 172,823 | 116,777 | 255,041 | |
Intangible assets | 11,590,072 | 13,383,697 | 14,613,937 | |
Goodwill | 27,081,118 | 19,229,528 | 19,618,594 | |
Deferred tax assets | 514,566 | 106,151 | 343,982 | |
Total assets | 138,840,159 | 136,784,633 | 135,333,841 | |
Current liabilities: | ||||
Bank overdraft | 27,861 | 44,591 | ||
Borrowings | 5,298,615 | 4,144,402 | 3,655,988 | |
Receivable factoring | 568,191 | 272,108 | 1,014,568 | |
Escrow money payable | 89,468 | 154,714 | 152,761 | |
Client money payable | 4,650,021 | 5,729,363 | 5,055,415 | |
Accounts payable, accruals and other payables | 60,101,111 | 61,399,970 | 56,157,758 | |
Amounts due to related parties | 55,946,877 | 52,165,395 | 41,142,728 | |
Convertible bonds | 5,210,233 | 7,561,050 | 25,622,099 | |
Lease liabilities | 61,617 | 117,203 | 72,278 | |
Total current liabilities | 131,926,133 | 131,572,066 | 132,918,186 | |
Borrowings | 3,011,806 | 2,104,343 | 2,535,126 | |
Convertible bonds | 12,009,300 | 9,192,140 | ||
Deferred tax liabilities | 1,811,056 | 1,986,077 | 2,357,615 | |
Employee benefit obligation | 56,081 | |||
Other payables | 23,758 | 64,414 | ||
Total liabilities | 148,758,295 | 144,878,384 | 137,931,422 | |
Commitments and contingencies (Note 9) | ||||
Mezzanine equity | 2,957,948 | |||
Shareholders’ deficit: | ||||
Common shares value | 58,030 | 58,030 | 58,030 | |
Additional paid-in capital | 29,172,373 | 29,172,373 | 22,488,990 | |
Accumulated deficit | (64,763,902) | (60,090,694) | (45,241,495) | |
Accumulated other comprehensive income | 468,249 | 52,457 | 48,172 | |
Total shareholders’ deficit | (35,065,250) | (30,807,834) | (22,646,303) | |
Non-controlling interests | 22,189,166 | 22,714,083 | 20,048,722 | |
Total deficit | (12,876,084) | (8,093,751) | (2,597,581) | |
Total liabilities, mezzanine equity and shareholders’ deficit | $ 138,840,159 | 136,784,633 | $ 135,333,841 | |
Common Class A [Member] | ||||
Shareholders’ deficit: | ||||
Common shares value | ||||
Common Class B [Member] | ||||
Shareholders’ deficit: | ||||
Common shares value | $ 583 | $ 583 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) | Dec. 31, 2021 USD ($) $ / shares shares |
Temporary equity, shares authorized | 19,999,880 |
Redemption value, per share | $ / shares | $ 10.15 |
Preferred shares, par value | $ / shares | $ 0.0001 |
Preferred shares, shares authorized | 5,000,000 |
Preferred shares, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A ordinary shares subject to possible redemption, shares | 19,999,880 |
Seamless Group Inc [Member] | |
Common shares, par value | $ / shares | $ 0.001 |
Common shares, shares authorized | 58,030,000 |
Ordinary shares, shares outstanding | 58,030,000 |
Ordinary shares, shares issued | 58,030,000 |
Accounts receivable credit losses | $ | |
Common Class A [Member] | |
Common shares, par value | $ / shares | $ 0.0001 |
Common shares, shares authorized | 500,000,000 |
Ordinary shares, shares outstanding | 0 |
Ordinary shares, shares issued | 0 |
Class A ordinary shares subject to possible redemption, shares | 19,999,880 |
Common Class B [Member] | |
Temporary equity, shares authorized | 19,999,880 |
Common shares, par value | $ / shares | $ 0.0001 |
Common shares, shares authorized | 50,000,000 |
Ordinary shares, shares outstanding | 5,833,083 |
Ordinary shares, shares issued | 5,833,083 |
Condensed Statement of Operatio
Condensed Statement of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Formation and operating costs | $ 1,118,431 | $ 583 | $ 29,843 | $ 2,859,058 | $ 183,619 | ||||||||
(Loss) income from operations | (1,118,431) | (583) | (29,843) | (2,859,058) | (183,619) | ||||||||
Other income: | |||||||||||||
Interest earned on marketable securities held in Trust Account | 916,262 | 1,210,823 | 1,924 | ||||||||||
Net loss | $ (202,169) | $ (583) | $ (29,843) | $ (1,648,235) | (181,695) | ||||||||
Seamless Group Inc [Member] | |||||||||||||
Revenue | $ 25,314,688 | $ 30,211,584 | $ 57,501,370 | $ 61,564,838 | |||||||||
Cost of revenue | (17,977,675) | (21,088,410) | (39,604,341) | (45,574,645) | |||||||||
Gross profit | 7,337,013 | 9,123,174 | 17,897,029 | 15,990,193 | |||||||||
Selling expenses | (45,583) | (86,403) | (112,892) | (45,121) | |||||||||
General and administrative expenses | (8,954,715) | (7,892,251) | (17,744,415) | (16,351,053) | |||||||||
(Loss) income from operations | (1,663,285) | 1,144,520 | 39,722 | (405,981) | |||||||||
Other income: | |||||||||||||
Finance costs, net | (3,992,501) | (2,565,026) | (11,539,349) | (4,652,626) | |||||||||
Other income | 2,410,458 | 2,285,920 | 2,635,641 | 2,878,071 | |||||||||
Other expenses | (451,484) | (939,391) | (3,267,611) | (1,393,008) | |||||||||
Loss before income tax | (3,696,812) | (73,977) | (12,131,597) | (3,573,544) | |||||||||
Income tax expense | (553,559) | (540,702) | (753,703) | (1,492,497) | |||||||||
Net loss | (4,250,371) | (614,679) | (12,885,300) | (5,066,041) | |||||||||
Net income attributable to non-controlling interests | (422,837) | (1,459,060) | (1,963,899) | (1,658,386) | |||||||||
Net loss attributable to Seamless Group Inc. | $ (4,673,208) | $ (2,073,739) | $ (14,849,199) | $ (6,724,427) | |||||||||
Shares used in loss per share computation, basic and diluted | 58,030,000 | 58,030,000 | 58,030,000 | 58,030,000 | |||||||||
Loss per share, basic and diluted | $ (0.08) | $ (0.04) | $ (0.26) | $ (0.12) | |||||||||
Other comprehensive loss: | |||||||||||||
Foreign currency translation adjustments | $ 372,281 | $ (209,093) | $ 26,245 | $ 90,496 | |||||||||
Remeasurement of post-employment benefit obligations | 14,009 | ||||||||||||
Total comprehensive loss | (3,878,090) | (823,772) | (12,859,055) | (4,961,536) | |||||||||
Total comprehensive income attributable to non-controlling interests | (413,605) | (1,466,519) | (1,969,901) | (1,719,073) | |||||||||
Total comprehensive loss attributable to Seamless Group Inc. | $ (4,291,695) | $ (2,290,291) | $ (14,828,956) | $ (6,680,609) | |||||||||
Common Class A [Member] | |||||||||||||
Other income: | |||||||||||||
Shares used in loss per share computation, basic and diluted | 19,999,880 | 19,999,880 | 2,550,320 | ||||||||||
Loss per share, basic and diluted | $ (0.01) | $ (0.06) | $ (0.02) | ||||||||||
Common Class B [Member] | |||||||||||||
Other income: | |||||||||||||
Shares used in loss per share computation, basic and diluted | 5,833,083 | [1] | 5,072,246 | [1] | 5,072,246 | [1] | 5,833,083 | [1] | 4,838,142 | ||||
Loss per share, basic and diluted | $ (0.01) | $ (0.01) | $ (0.06) | $ (0.02) | |||||||||
[1]On September 30, 2021, an aggregate of 5,072,246 760,837 801,833 5,833,083 |
Condensed Statement of Operat_2
Condensed Statement of Operations (Parenthetical) | 9 Months Ended |
Sep. 30, 2021 shares | |
Common Class B [Member] | Founder Shares [Member] | |
Common Stock, Shares, Outstanding | 5,072,246 |
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited | 760,837 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Common Stock [Member] Seamless Group Inc [Member] | Additional Paid-in Capital [Member] Seamless Group Inc [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] Seamless Group Inc [Member] | Retained Earnings [Member] | Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member] Seamless Group Inc [Member] | Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member] Seamless Group Inc [Member] | Total Shareholders' Deficit [Member] Seamless Group Inc [Member] | Noncontrolling Interest [Member] Seamless Group Inc [Member] | Seamless Group Inc [Member] | Total | |
Balance at Dec. 31, 2019 | $ 58,030 | $ 22,488,990 | $ (38,517,068) | $ (8,549) | $ 12,903 | $ (15,965,694) | $ 18,329,649 | $ 2,363,955 | ||||||
Balance, shares at Dec. 31, 2019 | 58,030,000 | |||||||||||||
Net loss | (6,724,427) | (6,724,427) | 1,658,386 | (5,066,041) | ||||||||||
Foreign currency translation adjustments | 29,809 | 29,809 | 60,687 | 90,496 | ||||||||||
Remeasurement of post-employee benefits obligation | 14,009 | 14,009 | 14,009 | |||||||||||
Balance at Dec. 31, 2020 | $ 58,030 | 22,488,990 | (45,241,495) | 21,260 | 26,912 | (22,646,303) | 20,048,722 | (2,597,581) | ||||||
Balance, shares at Dec. 31, 2020 | 58,030,000 | |||||||||||||
Net loss | (2,073,739) | (2,073,739) | 1,459,060 | (614,679) | ||||||||||
Foreign currency translation adjustments | (216,552) | (216,552) | 7,459 | (209,093) | ||||||||||
Deconsolidation of a subsidiary | (26,912) | (26,912) | 706,414 | 679,502 | ||||||||||
Balance at Jun. 30, 2021 | $ 583 | $ 58,030 | 22,488,990 | $ 24,517 | (47,315,234) | $ (29,260) | (195,292) | (24,963,506) | 22,221,655 | (2,741,851) | $ (4,160) | |||
Balance, shares at Jun. 30, 2021 | 5,833,083 | 58,030,000 | ||||||||||||
Balance at Dec. 31, 2020 | $ 58,030 | 22,488,990 | (45,241,495) | 21,260 | 26,912 | (22,646,303) | 20,048,722 | (2,597,581) | ||||||
Balance, shares at Dec. 31, 2020 | 58,030,000 | |||||||||||||
Net loss | (14,849,199) | (14,849,199) | 1,963,899 | (12,885,300) | ||||||||||
Foreign currency translation adjustments | 31,197 | 31,197 | (4,952) | 26,245 | ||||||||||
Deconsolidation of a subsidiary | (26,912) | (26,912) | 706,414 | 679,502 | ||||||||||
Equity component of convertible bonds | 6,683,383 | 6,683,383 | 6,683,383 | |||||||||||
Balance at Dec. 31, 2021 | $ 583 | $ 58,030 | 29,172,373 | (60,090,694) | (4,442,807) | 52,457 | (30,807,834) | 22,714,083 | (8,093,751) | (4,442,224) | ||||
Balance, shares at Dec. 31, 2021 | 5,833,083 | 58,030,000 | ||||||||||||
Balance at Mar. 07, 2021 | ||||||||||||||
Balance, shares at Mar. 07, 2021 | ||||||||||||||
Net loss | (29,055) | (29,055) | ||||||||||||
Balance at Mar. 31, 2021 | (29,055) | (29,055) | ||||||||||||
Balance, shares at Mar. 31, 2021 | ||||||||||||||
Balance at Mar. 07, 2021 | ||||||||||||||
Balance, shares at Mar. 07, 2021 | ||||||||||||||
Net loss | (29,843) | |||||||||||||
Balance at Sep. 30, 2021 | $ 583 | 24,517 | (29,843) | (4,743) | ||||||||||
Balance, shares at Sep. 30, 2021 | 5,833,083 | |||||||||||||
Balance at Mar. 07, 2021 | ||||||||||||||
Balance, shares at Mar. 07, 2021 | ||||||||||||||
Issuance of Class B Ordinary Share to Sponsor | $ 583 | 24,517 | 25,100 | |||||||||||
Beginning balance, shares | 5,833,083 | |||||||||||||
Fair value of public warrants issued | 7,482,088 | 7,482,088 | ||||||||||||
Offering costs allocated to public warrants | (349,831) | (349,831) | ||||||||||||
Private Placement Warrants | 7,796,842 | 7,796,842 | ||||||||||||
Fair value of representative shares | 268,617 | 268,617 | ||||||||||||
Accretion of Class A ordinary shares to redemption value | (15,222,233) | (4,261,112) | (19,483,345) | |||||||||||
Net loss | (181,695) | (181,695) | ||||||||||||
Balance at Dec. 31, 2021 | $ 583 | $ 58,030 | 29,172,373 | (60,090,694) | (4,442,807) | 52,457 | (30,807,834) | 22,714,083 | (8,093,751) | (4,442,224) | ||||
Balance, shares at Dec. 31, 2021 | 5,833,083 | 58,030,000 | ||||||||||||
Balance at Mar. 31, 2021 | (29,055) | (29,055) | ||||||||||||
Balance, shares at Mar. 31, 2021 | ||||||||||||||
Net loss | (205) | (205) | ||||||||||||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 583 | 24,517 | 25,100 | ||||||||||
Issuance of Class B Ordinary Share to Sponsor, shares | [1] | 5,833,083 | ||||||||||||
Balance at Jun. 30, 2021 | $ 583 | $ 58,030 | 22,488,990 | 24,517 | (47,315,234) | (29,260) | (195,292) | (24,963,506) | 22,221,655 | (2,741,851) | (4,160) | |||
Balance, shares at Jun. 30, 2021 | 5,833,083 | 58,030,000 | ||||||||||||
Net loss | (583) | (583) | ||||||||||||
Balance at Sep. 30, 2021 | $ 583 | 24,517 | (29,843) | (4,743) | ||||||||||
Balance, shares at Sep. 30, 2021 | 5,833,083 | |||||||||||||
Balance at Dec. 31, 2021 | $ 583 | $ 58,030 | 29,172,373 | (60,090,694) | (4,442,807) | 52,457 | (30,807,834) | 22,714,083 | (8,093,751) | (4,442,224) | ||||
Balance, shares at Dec. 31, 2021 | 5,833,083 | 58,030,000 | ||||||||||||
Net loss | (462,567) | (462,567) | ||||||||||||
Balance at Mar. 31, 2022 | $ 583 | (4,905,374) | (4,904,791) | |||||||||||
Balance, shares at Mar. 31, 2022 | 5,833,083 | |||||||||||||
Balance at Dec. 31, 2021 | $ 583 | $ 58,030 | 29,172,373 | (60,090,694) | (4,442,807) | 52,457 | (30,807,834) | 22,714,083 | (8,093,751) | (4,442,224) | ||||
Balance, shares at Dec. 31, 2021 | 5,833,083 | 58,030,000 | ||||||||||||
Net loss | (4,673,208) | (4,673,208) | 422,837 | (4,250,371) | ||||||||||
Foreign currency translation adjustments | 381,513 | 381,513 | (9,232) | 372,281 | ||||||||||
Acquisition of a subsidiary | 34,279 | 34,279 | 973,492 | 1,007,771 | ||||||||||
Dividend to non-controlling interests | (1,912,014) | (1,912,014) | ||||||||||||
Balance at Jun. 30, 2022 | $ 583 | $ 58,030 | 29,172,373 | (64,763,902) | (6,185,358) | 433,970 | 34,279 | (35,065,250) | 22,189,166 | (12,876,084) | (6,184,775) | |||
Balance, shares at Jun. 30, 2022 | 5,833,083 | 58,030,000 | ||||||||||||
Balance at Dec. 31, 2021 | $ 583 | $ 58,030 | 29,172,373 | (60,090,694) | (4,442,807) | 52,457 | (30,807,834) | 22,714,083 | (8,093,751) | (4,442,224) | ||||
Balance, shares at Dec. 31, 2021 | 5,833,083 | 58,030,000 | ||||||||||||
Fair value of representative shares | 268,617 | |||||||||||||
Net loss | (1,648,235) | |||||||||||||
Balance at Sep. 30, 2022 | $ 583 | (7,303,789) | (7,303,206) | |||||||||||
Balance, shares at Sep. 30, 2022 | 5,833,083 | |||||||||||||
Balance at Mar. 31, 2022 | $ 583 | (4,905,374) | (4,904,791) | |||||||||||
Balance, shares at Mar. 31, 2022 | 5,833,083 | |||||||||||||
Accretion of Class A ordinary shares to redemption value | (296,485) | (296,485) | ||||||||||||
Net loss | (983,499) | (983,499) | ||||||||||||
Balance at Jun. 30, 2022 | $ 583 | $ 58,030 | $ 29,172,373 | $ (64,763,902) | (6,185,358) | $ 433,970 | $ 34,279 | $ (35,065,250) | $ 22,189,166 | $ (12,876,084) | (6,184,775) | |||
Balance, shares at Jun. 30, 2022 | 5,833,083 | 58,030,000 | ||||||||||||
Accretion of Class A ordinary shares to redemption value | (916,262) | (916,262) | ||||||||||||
Net loss | (202,169) | (202,169) | ||||||||||||
Balance at Sep. 30, 2022 | $ 583 | $ (7,303,789) | $ (7,303,206) | |||||||||||
Balance, shares at Sep. 30, 2022 | 5,833,083 | |||||||||||||
[1]Effective on November 18, 2021, the Subscription Agreement was amended and restated to reflect an additional issuance to Sponsor of 801,833 5,833,083 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders' Deficit (Parenthetical) - shares | Nov. 18, 2021 | Sep. 30, 2021 |
Founder Shares [Member] | Common Class B [Member] | ||
Ordinary shares, shares outstanding | 5,072,246 | |
Subscription Agreement [Member] | Founder Shares [Member] | ||
Issuance of Class B Ordinary Share to Sponsor, shares | 801,833 | |
Subscription Agreement [Member] | Founder Shares [Member] | Common Class B [Member] | ||
Ordinary shares, shares outstanding | 5,833,083 | |
Ordinary shares, shares issued | 5,833,083 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 6 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||||
Net loss | $ (29,843) | $ (1,648,235) | $ (181,695) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Interest earned on securities held in Trust Account | (1,210,823) | (1,924) | |||||
Interest due to Sponsor on Promissory note | 10 | ||||||
Changes in operating assets and liabilities: | |||||||
Prepaid insurance | 497,392 | (604,107) | |||||
Prepayments, receivables and other assets | 25,000 | ||||||
Accrued expenses | 4,055 | 1,838,474 | |||||
Accounts payable and accrued expenses | 76,474 | ||||||
Net cash provided by (used in) operating activities | (778) | (523,192) | (711,252) | ||||
Cash flows from investing activities: | |||||||
Increase in short-term investments | (202,998,782) | ||||||
Net cash used in investing activities | (202,998,782) | ||||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | 25,100 | |||||
Proceeds from sale of Units, net of underwriting discount paid | 197,498,815 | ||||||
Proceeds from sale of Private units | 7,796,842 | ||||||
Payment of offering costs | (582,540) | ||||||
Proceeds from Promissory Note | 338,038 | ||||||
Repayment of Promissory Note | (338,038) | ||||||
Due to related parties | 46,867 | ||||||
Net cash used in financing activities | 25,000 | 46,867 | 204,738,217 | ||||
Net decrease in cash and cash equivalents | 24,222 | (476,325) | 1,028,183 | ||||
Cash and cash equivalents, restricted cash and escrow money receivable at beginning of the period | $ 1,028,183 | 1,028,183 | |||||
Cash and cash equivalents, restricted cash and escrow money receivable at end of the period | 24,222 | 551,858 | 1,028,183 | $ 1,028,183 | |||
Non-cash investing and financing activities: | |||||||
Deferred underwriting fee payable | 5,999,964 | ||||||
Accretion of Class A ordinary shares to redemption value | 1,212,747 | ||||||
Deferred offering costs paid by Promissory Note- related party | 163,872 | ||||||
Accrued deferred offering costs | $ 25,095 | ||||||
Seamless Group Inc [Member] | |||||||
Cash flows from operating activities: | |||||||
Net loss | (4,250,371) | $ (614,679) | (12,885,300) | $ (5,066,041) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Amortization of discount on convertible bonds | 1,760,426 | 266,754 | 2,814,474 | 533,508 | |||
Depreciation of equipment and software | 367,696 | 628,166 | 1,066,303 | 1,276,770 | |||
Depreciation of right-of-use assets | 79,515 | 67,359 | |||||
Amortization of intangible assets | 1,763,105 | 1,955,420 | 4,916,290 | 4,545,804 | |||
Provision for credit loss | 175,676 | ||||||
Write-off of accounts receivable | 17,419 | ||||||
Disposal of a subsidiary | (1,185,447) | (988,666) | |||||
Deferred tax benefits | (184,867) | (184,867) | (369,734) | (524,609) | |||
Unrealized foreign exchange loss (gain) | 804,171 | (1,114,262) | (2,106,616) | (269,191) | |||
Fair value gain on step acquisition | (2,129,515) | ||||||
Changes in operating assets and liabilities: | |||||||
Prepayments, receivables and other assets | 1,976,355 | 9,887,695 | (1,764,492) | (5,074,460) | |||
Accounts receivable | (726,421) | 566,025 | 1,067,408 | (265,273) | |||
Prepayments to remittance agents | 1,819,421 | 2,358,628 | (2,456,426) | ||||
Amounts due from related parties | (1,338,928) | 501,839 | (1,031,205) | (39,564,502) | |||
Escrow money payable | (64,452) | 676,482 | 22,265 | (392,609) | |||
Client money payable | (1,049,969) | (666,800) | 687,862 | 1,104,746 | |||
Accounts payable, accruals and other payables | (1,766,867) | (17,468,839) | 9,023,647 | 26,677,376 | |||
Interest payable on convertible bonds | 1,746,667 | 1,955,489 | |||||
Amounts due to related parties | 5,185,716 | 461,203 | 9,269,653 | 38,579,903 | |||
Lease liabilities | (75,990) | (75,982) | (866) | (146,480) | |||
Net cash provided by (used in) operating activities | 2,096,271 | (2,525,023) | 12,079,650 | 19,151,611 | |||
Cash flows from investing activities: | |||||||
Increase in short-term investments | (457) | ||||||
Purchases of property, plant and equipment | (111,260) | (46,918) | (405,880) | (445,313) | |||
Purchases of intangible assets | (2,705,677) | ||||||
Acquisition of a subsidiary | (200,000) | ||||||
(Increase) decrease in short-term investments | (458) | 20,362,537 | |||||
Net cash used in investing activities | (311,260) | (2,753,052) | (406,338) | 19,917,224 | |||
Cash flows from financing activities: | |||||||
Dividend paid | (1,912,014) | ||||||
Proceeds from borrowings | 2,115,603 | 386,525 | 4,737,516 | 5,701,358 | |||
Repayment of borrowings | (2,011,530) | (1,954,896) | (3,646,097) | ||||
Proceeds from receivable factoring | 1,638,839 | 6,080,575 | 12,648,366 | 6,129,538 | |||
Repayment of receivable factoring | (1,311,525) | (6,696,370) | (13,348,080) | (6,183,115) | |||
Repayment of convertible bonds | (3,500,000) | (10,500,000) | |||||
(Decrease) increase in bank overdrafts | (27,861) | 348,706 | (16,519) | 44,591 | |||
Net cash used in financing activities | (5,008,488) | (1,835,460) | (10,124,814) | 5,692,372 | |||
Net decrease in cash and cash equivalents | (3,223,477) | (7,113,535) | 1,548,498 | 44,761,207 | |||
Cash and cash equivalents, restricted cash and escrow money receivable at beginning of the period | 71,817,139 | 70,268,641 | $ 71,817,139 | 70,268,641 | 25,507,434 | ||
Cash and cash equivalents, restricted cash and escrow money receivable at end of the period | $ 68,593,662 | $ 63,155,106 | $ 71,817,139 | 71,817,139 | 70,268,641 | ||
Supplemental disclosure of cash flow information: | |||||||
Interest paid | 3,471,691 | ||||||
Income taxes paid | $ (2,133,391) |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 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 At September 30, 2022, the Company had not yet commenced any operations. All activity through September 30, 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 “Sponsor”). 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 10.00 199,998,800 9,351,106 5,999,964 2,608,680 Simultaneously with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 1.00 7,796,842 Transaction costs amounted to $ 9,351,106 2,499,985 $ 5,999,964 268,617 582,540 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 7,796,842 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 (as defined below) (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 10.15 10.45 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 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 10.45 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 IPO 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, as described in more detail in this Annual Report), 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, as described in more detail in this Annual Report) 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 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 ($ 10.15 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 10.45 Liquidity and Capital Resources As of September 30, 2022, the Company had approximately $ 551,858 of cash in its operating account and working capital deficit of approximately $ 1,303,242 . Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution of $ 25,100 400,000 Based on the foregoing, management believes that the Company expects to continue to incur significant costs in pursuit of the consummation of a Business Combination. The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from notes payable and from the issuance of common stock. 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 $ 551,858 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 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN SCHEDULE OF PRINCIPAL SUBSIDIARIES . InFinT Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 8, 2021 At December 31, 2021, the Company had not yet commenced any operations. All activity through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). 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 “Sponsor”). 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 10.00 199,998,800 9,351,106 5,999,964 2,608,680 Simultaneously with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 1.00 7,796,842 Transaction costs amounted to $ 9,351,106 2,499,985 $ 5,999,964 268,617 582,540 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 7,796,842 INFINT ACQUISITION CORPORATION NOTES TO 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 (as defined below) (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 10.45 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 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 10.45 INFINT ACQUISITION CORPORATION NOTES TO 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 IPO 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, as described in more detail in this Annual Report), 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, as described in more detail in this Annual Report) 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 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 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 10.45 Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $ 1,028,183 of cash in its operating account and working capital of approximately $ 1,555,816 . Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution of $ 25,100 400,000 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. | ||
Seamless Group Inc [Member] | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 1 Organization and business DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Seamless Group Inc. (the “Company”) is a limited liability company incorporated in Cayman Islands. It is an investment holding company. The Company’s principal subsidiaries at June 30, 2022 are set out below: SCHEDULE OF PRINCIPAL SUBSIDIARIES Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly Dynamic Investment Holdings Limited Cayman Islands Investment holding 100% — Dynamic (Asia) Group Inc. British Virgin Islands Investment holding 100% — TNG (Asia) Limited Hong Kong Provision of mobile electronic wallet 100% — Tranglo Sdn. Bhd. Malaysia Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services 60% — 未來網絡科技投資股份有限公司 Taiwan Investment holding 100% — GEA Holdings Limited Cayman Islands Investment holding — 100% GEA Limited Hong Kong Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants — 100% GEA Pte Ltd. Singapore Transaction and payment processing services — 100% Bagus Fintech Pte. Ltd. Singapore Providing business center services — 100% Dynamic (Asia) Holdings Limited Cayman Islands Investment holding — 100% Dynamic FinTech Group (HK) Limited Hong Kong Provision of corporate government consultancy, management and advisory services — 100% Tranglo Holdings Limited Cayman Islands Investment holding — 100% The WSF Group Holdings Limited British Virgin Islands Investment holding — 100% The Wall Street Factory Limited Hong Kong Providing business center services — 100% Bagus Financial Services Limited Hong Kong Provision of services and PR function events — 100% SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1 Organization and business (Continued) Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly PT. Tranglo Indonesia Indonesia To establish, develop and operate a money remittance business — 60% PT. Tranglo Solusindo Indonesia Providing and sourcing airtime and other related services — 60% Tranglo MEA Limited Hong Kong Providing and sourcing airtime and other related services — 60% Tranglo Europe Limited United Kingdom To establish, develop and operate a money remittance business — 60% Tranglo Pte. Ltd. Singapore To establish, develop and operate a money remittance business — 60% Tik FX Malaysia Sdn. Bhd. Malaysia Dormant — 60% Treatsup Sdn. Bhd. Malaysia Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application — 60% Dynamic Indonesia Holdings Limited Cayman Islands Investment holding — 51% Dynamic Indonesia Pte. Ltd. Singapore Retail sales via the internet and development of other software and programming activities — 41% PT TNG Wallet Indonesia Indonesia Business operations have not commenced — 41% PT WalletKu Indompet Indonesia Indonesia (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher — 41% SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 1 Organization and business DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Seamless Group Inc. (the “Company”) is a limited liability company incorporated in Cayman Islands. It is an investment holding company. The Company’s principal subsidiaries at December 31, 2021 are set out below: SCHEDULE OF PRINCIPAL SUBSIDIARIES Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly Dynamic Investment Holdings Limited Cayman Islands Investment holding 100 % — Dynamic (Asia) Group Inc. British Virgin Islands Investment holding 100 % — TNG (Asia) Limited Hong Kong Provision of mobile electronic wallet 100 % — Tranglo Sdn. Bhd. Malaysia Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services 60 % — 未來網絡科技投資股份有限公司 Taiwan Investment holding 100 % — GEA Holdings Limited Cayman Islands Investment holding — 100 % GEA Limited Hong Kong Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants — 100 % GEA Pte Ltd. Singapore Transaction and payment processing services — 100 % Bagus Fintech Pte. Ltd. Singapore Providing business center services — 100 % Dynamic (Asia) Holdings Limited Cayman Islands Investment holding — 100 % Dynamic FinTech Group (HK) Limited Hong Kong Provision of corporate government consultancy, management and advisory services — 100 % Tranglo Holdings Limited Cayman Islands Investment holding — 100 % The WSF Group Holdings Limited British Virgin Islands Investment holding — 100 % The Wall Street Factory Limited Hong Kong Providing business center services — 100 % Bagus Financial Services Limited Hong Kong Provision of services and PR function events — 100 % SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 Organization and business (Continued) Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly PT. Tranglo Indonesia Indonesia To establish, develop and operate a money remittance business — 60 % PT. Tranglo Solusindo Indonesia Providing and sourcing airtime and other related services — 60 % Tranglo MEA Limited Hong Kong Providing and sourcing airtime and other related services — 60 % Tranglo Europe Limited United Kingdom To establish, develop and operate a money remittance business — 60 % Tranglo Pte. Ltd. Singapore To establish, develop and operate a money remittance business — 60 % Tik FX Malaysia Sdn. Bhd. Malaysia Dormant — 60 % Treatsup Sdn. Bhd. Malaysia Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application — 60 % COVID-19 Pandemic The spread of the novel coronavirus disease 2019 (“COVID-19”) has created a severe global business disruption since January 2020. As the situation evolves, the economies and financial markets continue to suffer from significant negative impacts and huge instability brought about by the pandemic. Despite the quarantines, lock down measures and vaccination programs implemented by government authorities, the worldwide spread of the pandemic is still currently a big challenge to the economies throughout the world. While the Company’s operations have not been significantly affected by COVID-19 during the year ended December 31, 2021, the Company has been continuously monitoring the impact of COVID-19 on all aspects of its business, including how it will impact its customers, vendors, business partners and employees. The Company has developed and implemented a range of measures to address the risks, uncertainties and operational challenges associated with the COVID-19 pandemic. Nonetheless, the future developments and ultimate impact of such ongoing pandemic on the Company is highly uncertain and difficult to predict. If it is to continue for an extended period of time, the Company’s business may be materially adversely affected. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 September 30, 2022 and December 31, 2021. Cash and Marketable Securities Held in Trust Account As of September 30, 2022, and December 31, 2021, the Company had $ 204,211,529 and $ 203,000,706 in cash and marketable securities 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 Expenses of Offering 582,540 268,617 8,499,949 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 204,211,529 are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company’s redeemable ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to value immediately as they occur. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). 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 at December 31, 2021 $ 202,998,782 Accretion of carrying value to initial redemption value 1,212,747 Class A ordinary shares subject to possible redemption at September 30, 2022 $ 204,211,529 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS 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 Common Stock, 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 September 30, 2022 and December 31, 2021, and for the three months ended September 30, 2022, and for the period from March 8, 2021 (inception), through September 30, 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 September 30, 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 Class A Class B For the three months ended September 30, 2022 For the nine months ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (156,519 ) $ (45,650 ) $ (1,276,064 ) $ (372,171 ) Denominator: Basic and diluted weighted average common shares 19,999,880 5,833,083 19,999,880 5,833,083 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.06 ) $ (0.06 ) 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 September 30, 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 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 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 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 December 31, 2021. Cash Held in Trust Account As of December 31, 2021, the Company had $ 203,000,706 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 Expenses of Offering 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 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 202,998,782 As of December 31, 2021, 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 Common Stock, 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, and for the period from March 8, 2021 (inception), through December 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 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 December 31, 2021, 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 period from March 8, 2021 (inception) to Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (62,717 ) $ (118,978 ) Denominator: Basic and diluted weighted average common shares 2,550,320 4,838,142 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 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 is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. | ||
Seamless Group Inc [Member] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 Summary of significant accounting policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation and principles of consolidation The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of June 30, 2022 and the results of operations for the six months ended June 30, 2022 and 2021. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the consolidated financial statements not misleading have been included. The preparation of the unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes; actual results could materially differ from those estimates. The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly do not include all of the disclosures normally made in the Company’s annual financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2021. (b) Going concern The Company had a working capital deficit of US$ 27.6 9.9 21.5 8.1 1.8 200 These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of operations as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months from the date the financial statements are available for issuance. (c) Use of estimates The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, impairment of investments in subsidiaries and equity investee, valuation of convertible bonds and income tax. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the economic implications of the COVID-19 pandemic, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 2 Summary of significant accounting policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation and principles of consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Seamless Group Inc. and its majority-owned subsidiaries. Non-controlling interest is recorded in the consolidated financial statements to recognize the minority ownership interest in the consolidated subsidiaries. Non-controlling interest in the profits and losses represent the share of net income or loss allocated to the minority interest holders of the consolidated subsidiaries. All intercompany transactions and balances have been eliminated in these consolidated financial statements. (b) Going concern The Company had a working capital deficit of US$ 21.5 million and net liabilities of US$ 8.1 million as of December 31, 2021 (2020: working capital deficit of US$ 34.8 million, net liabilities of US$ 2.7 million). The Company has experienced unprofitable financial results due to a significant loss incurred in two of its subsidiaries. The Company is in negotiations to merge with INFINT, which is expected to be completed within the next few months. Seamless will divest two of its subsidiaries prior to the closing of the merger, namely TNG Asia and GEA. These two subsidiaries both recorded an operating loss in 2020 and 2021. On the other hand, the remaining two subsidiaries after divestiture are Tranglo and WalletKu. Tranglo has been profitable in 2020 and 2021, with net profit of US$ 4.8 5 1.1 0.8 190 These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of operations as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months from the date the financial statements are available for issuance. (c) Use of estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, impairment of investments in subsidiaries and equity investee, valuation of convertible bonds and income tax. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the economic implications of the COVID-19 pandemic, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (d) Foreign currency Foreign subsidiaries have designated the local currency of their respective countries as their functional currency. Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in the consolidated statements of operations and comprehensive loss. Non-monetary items are not subsequently re-measured. The Company uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position, respectively, from the functional currency into the US$. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity. (e) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use and with original maturities of three months or less when purchased. (f) Short-term investments Short-term investments include fixed deposits with original maturities of greater than three months but less than one year. (g) Restricted cash Restricted cash includes the balance in the Company’s e-wallet mobile application held by the Company on behalf of the individual e-wallet users. It is the Company’s policy to maintain approximately 110% of the amount deposited in case of immediate cash withdrawal by e-wallet users. It also includes fixed deposits pledged to the banks as security for banking facilities granted to the Company. (h) Accounts receivable Accounts receivable represents the amounts that the Company has an unconditional right to receive. In January 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, Accounting Standards Codification (“ASC”) 326) issued by the Financial Accounting Standards Board (“FASB”). ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful accounts, which replaces the previous incurred loss impairment model. To measure the expected credit losses, accounts receivable has been grouped based on shared credit risk characteristics and the days past due. For certain large customers or customers with a high risk of default, the Company assesses the risk of loss of each customer individually based on their financial information, past trends of payments and, where applicable, an external credit rating. Also, the Company considers any accounts receivable having financial difficulty or in default with significant balances outstanding for more than 60 days to be credit-impaired, and assesses the risk of loss for each of these accounts individually. The expected loss rates are based on the payment profiles of sales over a period of 12 months from the measurement date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle their debts. The Company has recorded credit loss of nil and US$ 175,676 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (i) Escrow money receivable Escrow money receivable arises due to the time required to initiate collection from and clear transactions through external merchants. Escrow money receivable represents the money collected by merchants when e-wallet users fund mobile payments through the Company’s e-wallet mobile application, and there is a clearing period before the cash is received or settled, usually up to five business days. Escrow money receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognized at fair value. The Company holds the escrow money receivables with the object to collect the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method. (j) Investments in equity investees The Company applies the equity method of accounting in accordance with ASC 323, Investments-Equity Method and Joint Ventures when the Company has significant influence over the investee. The reporting dates and accounting policies of the equity investee are the same as the Company. The investment in the equity investee is stated at cost, including the share of the equity investee’s net gain or loss, less any impairment. The Company recognizes its share of the net income (loss) of the equity investee in its consolidated statement of operations and comprehensive loss. Persistent losses and other factors may indicate that a decrease in the value of the investment has occurred, and that when such a decline is determined to be other-than-temporary, the Company recognizes a loss to the extent of the decline in value. (k) Investment in an equity security The Company elected to record the equity investment in a privately held company using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer. It is subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of the equity security. (l) Equipment and software, net Equipment and software, net is stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditures that are directly attributable to the acquisitions of the fixed assets. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to the consolidated statements of operations and comprehensive loss during the year in which they are incurred. Depreciation of equipment and software is calculated using the straight-line method with no residual values over their estimated useful lives, as follows: SCHEDULE OF DEPRECIATION OF EQUIPMENT AND SOFTWARE STRAIGHT LINE METHOD Office equipment 10 % Furniture and fittings 10 % Renovation 10 % Signboard 10 % Computer peripherals 33 % Electrical installation 10 % Mobile phone 33 % Motor vehicle 20 % Air conditioners 10 % Store equipment 20 % The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (l) Equipment and software, net (Continued) An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals of equipment and software are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statements of operations and comprehensive loss. (m) Intangible assets, net Intangible assets primarily consist of acquired computer software, developed technologies and trade names and trademarks. These intangible assets are amortized over a period of 5 7 10 (n) Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in a business combination. The Company performs goodwill impairment test on annual basis and more frequently upon the occurrence of certain events as defined by ASC 350. Goodwill is impaired when the carrying value of the reporting units exceeds its fair value. The Company first assesses qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed. The Company estimates the fair value of the reporting unit using a discounted cash flow approach. Significant management judgment and estimation are involved in forecasting the amount and timing of expected future cash flows and the underlying assumptions used in the discounted cash flow approach to determine the fair value of the reporting unit. As the fair value of the reporting unit is not less than carrying amount, no (o) Impairment of long-lived assets other than goodwill Long-lived assets such as equipment and software with finite lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment of the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. The Company did no (p) Escrow Money Payable Escrow money payable arises due to the time required to initiate collection from and clear transactions through external merchants. Escrow money payable represents the money paid by merchants when e-wallet users execute mobile payment through the Company’s e-wallet mobile application, and there is a clearing period before the cash is received or settled, usually up to five business days. (q) Client money payable Client money payable relates to the Company’s e-wallet mobile application and is represented by the amounts due to e-wallet users held by the Company. Client money is maintained in the e-wallet until a transfer or withdrawal is requested by the e-wallet users. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (r) Convertible bond The Company accounts for debt instruments with convertible features in accordance with the details and substance of the instruments at the time of their issuance. For convertible debt instruments issued at a substantial premium to equivalent instruments without conversion features, or those that may be settled in cash upon conversion, it is presumed that the premium or cash conversion option represents an equity component. Accordingly, the Company determines the carrying amounts of the liability and equity components of such convertible debt instruments by first determining the carrying amount of the liability component by measuring the fair value of a similar liability that does not have an equity component. The carrying amount of the equity component representing the embedded conversion option is then determined by deducting the fair value of the liability component from the total proceeds from the issue. The resulting equity component is recorded, with a corresponding offset to debt discount which is subsequently amortized to interest cost using the effective interest method over the period the debt is expected to be outstanding as an additional non-cash interest expense. Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components. For conventional convertible bonds which do not have a cash conversion option or where no substantial premium is received on issuance, it may not be appropriate to split the bond into the liability and equity components. A conversion of the bonds at more favorable terms than the original bond is treated as an inducement and the Company recognizes a debt conversion expense equal to the fair value of all securities and other consideration transferred in the transaction in excess of the fair value of securities or consideration issuable pursuant to the original conversion terms. (s) Fair value of financial instruments ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1 — Observable inputs such as quoted prices in active markets. Level 2 — Inputs other than the quoted prices in active markets that are observable either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that are not active. Level 3 — Unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions. As of December 31, 2021 and 2020, the Company did not have any financial instruments that are measured at fair value. The carrying amounts of cash and cash equivalents, short-term investments, restricted cash, accounts receivable, escrow money receivable, deposit and other receivables, amounts due from/to related parties, and accruals, bank overdraft, escrow money payable, accounts payable, accruals and other payables approximate their fair values due to the short-term nature of these instruments. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (t) Revenue recognition The Company complies with ASC 606, Revenue from Contracts with Customers. Revenue from contracts with customers is measured based on the consideration specified in a contract with a customer in exchange for transferring goods or services to a customer net of sales and service tax, returns, rebates and discounts. The Company recognizes revenue when (or as) it transfers control over a product or service to its customer. An asset is transferred when (or as) the customer obtains control of the asset. Depending on the substance of the contract, revenue is recognized when the performance obligation is satisfied, which may be at a point in time or over time. Remittance services revenue Revenue from contracts with customers on service charges and gain/loss on foreign exchange arising from remittance activities are recognized upon the processing and execution of the international money transfer transactions. Sales WalletKu Modern Channel Revenue from the sale of goods is recognized at the point in time when the Company satisfies its performance obligation, which is upon delivery of the goods to customer. The credit terms are typically 3-7 days. Sales of airtime Revenue from airtime sold is recognized when the relevant international airtime transfer or reload request is processed and executed. Other services Revenue from contracts with customers on other services is recognized as and when services are rendered. (u) Cost of revenue Costs of revenues consist primarily of agency handling fees, top-up service fees paid to convenience stores, handling charges to banks and credit card providers, amortization of the intangible assets, cost of digital - pulses, data packages, game vouchers, bill payment, SIM Cards (starter pack) and airtime balance. (v) Advertising and Promotion Costs Advertising and promotion costs are expensed when incurred and are included in general and administrative expenses. The total amount of advertising and promotion costs recognized were US$ 543,793 100,643 (w) Leases According to ASC 842, Leases, lessees are required to record a right-of-use asset and lease liabilities for operating leases. At the lease commencement date, a lessee should measure and record the lease liability equal to the present value of scheduled lease payments discounted using the rate implicit in the lease or the lessee’s incremental borrowing rate, and the right-of-use asset is calculated on the basis of the initial measurement of the lease liability, plus any lease payments at or before the commencement date and direct costs, minus any incentives received. Over the lease term, a lessee must amortize the right-of-use asset and record interest expense on the lease liability. The recognition and classification of lease expenses depend on the classification of the lease as either operating or finance. The Company has elected the practical expedient of the short-term lease exemption for contracts with lease terms of 12 months or less. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (x) Employee benefit expenses The Company’s costs related to the staff retirement plans (see Note 15) are charged to the consolidated statements of operations and comprehensive loss as incurred. (y) Income tax Income taxes are recorded in accordance with ASC 740, Income Taxes, which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or its tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized in the foreseeable future. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The accounting guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. Interest and penalties from tax assessments, if any, are included in income taxes in the statements of operations and comprehensive loss. The Company believes it does not have any uncertain tax positions through the years ended December 31, 2021 and 2020, respectively, which would have a material impact on the Company’s consolidated financial statements. (z) Earnings per share Basic earnings per share is calculated by dividing the net income or loss by the weighted average number of common shares outstanding for the period, without consideration of potentially dilutive securities. Diluted net earnings per share is calculated by dividing the net income or loss by the weighted average number of common shares and potentially dilutive securities outstanding for the period. If there is a loss, potentially dilutive securities are not considered, as they would be anti-dilutive. (aa) Segments As the chief operating decision-maker (“CODM”) of the Company, the Chief Executive Officer reviews the financial results when making decisions about allocating resources and assessing the performance of the Company. The CODM determines the Company’s operating segments by identifying business activities that are ongoing economic and operating activities that create value, and from which the Company recognizes revenues and expenses. As such, the CODM has identified remittance and airtime as the Company’s two reportable segments, as these represent the Company’s major revenue streams. Services that do not belong to either of the segments are classified as other services. See Note 17 for further details. (bb) Share capital The Company has only one class of common shares authorized, issued and outstanding. (cc) Related parties Entities are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of Significant Accounting Policies (Continued) (dd) Concentrations of credit risk The Company is potentially subject to significant concentration of credit risk arising primarily from cash and cash equivalents, short-term investments, restricted cash, escrow money receivable, deposits, other receivables and amounts due from related parties. As of December 31, 2021, a majority of the Company’s cash and cash equivalents and short-term investments were held at reputable financial institutions with high-credit ratings. In the event of bankruptcy of one of these financial institutions, the Company may not be able to claim its cash and demand deposits back in full, as these deposits are not insured. The Company continues to monitor the financial strength of the financial institutions. The Company’s major concentration of credit risk relates to the amounts owing by four customers (2020: four customers) which constituted approximately 64 68 The Company has not experienced any losses on its cash and cash equivalents, short-term investments, deposits, other receivables and amounts due from related parties during the year ended December 31, 2021 and 2020 and believes its credit risk to be minimal. The Company does not require collateral or other security to support instruments subject to credit risk. (ee) Recent accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The adoption did not have material impact on the Company’s consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020-01”) to clarify the interaction in accounting for equity securities under Topic 321, investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU 2020-01 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020. The Company applied the new standard beginning January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. Further, ASU 2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance, i.e., aligning the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares, adding information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed. This update will be effective for the Group’s fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. It is expected that the adoption will not have material impact on the Company’s consolidated financial statements. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of Significant Accounting Policies (Continued) (ee) Recent accounting pronouncements (Continued) In October 2020, the FASB issued ASU 2020-10, Codification Improvements. This ASU affects a wide variety of Topics in the Codification. They apply to all reporting entities within the scope of the affected accounting guidance. More specifically, this ASU, among other things, contains amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50) of each ASC. The amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early application of the amendments is permitted for and varies based on the entity. The amendments should be applied retrospectively and at the beginning of the period that includes the adoption date. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In March 2021, the FASB issued ASU. 2021-03, Intangibles—Goodwill and Other (Topic 350): Accounting Alternative for Evaluating Triggering Events. The amendments in this Update provide private companies and not-for-profit entities with an accounting alternative to perform the goodwill impairment triggering event evaluation as required in Subtopic 350-20 as of the end of the reporting period, whether the reporting period is an interim or annual period. An entity that elects this alternative is not required to monitor for goodwill impairment triggering events during the reporting period but, instead, should evaluate the facts and circumstances as of the end of each reporting period to determine whether a triggering event exists and, if so, whether it is more likely than not that goodwill is impaired. An entity that does not elect the accounting alternative for amortizing goodwill and that performs its annual impairment test as of a date other than the annual reporting date should perform a triggering event evaluation only as of the end of the reporting period. The amendments in this Update are effective on a prospective basis for fiscal years beginning after December 15, 2019. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance as of March 30, 2021. An entity should not retroactively adopt the amendments in this Update for interim financial statements already issued in the year of adoption. The Company is currently evaluating the i |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On November 23, 2021, the Company consummated its Initial Public Offering of 19,999,880 10.00 199,998,800 9,351,106 which $ 2,499,985 5,999,964 268,617 582,540 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 | NOTE 3. INITIAL PUBLIC OFFERING On November 23, 2021, the Company consummated its Initial Public Offering of 19,999,880 10.00 199,998,800 9,351,106 which $ 2,499,985 5,999,964 268,617 582,540 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 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Private Placement | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 1.00 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 4. PRIVATE PLACEMENT Simultaneously with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 1.00 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 FINANCIAL STATEMENTS |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares At September 30, 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 $ 25,100 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 underwriter’s 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 Placement Units and underlying securities). The initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary share (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 20 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 $ 400,000 , to be used for payment of costs related to the Initial Public Offering. The note is interest bearing ( 0.01% annual rate) and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. These amounts will 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 September 30, 2022 and December 31, 2021, there was no outstanding balance under the Promissory 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 nine months ended September 30, 2022, the Company incurred $ 90,000 in expenses for these services. I n addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 121,445 . For the three months ended September 30, 2022, the Company incurred $ 30,000 in expenses for these services. I n addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 44,621 . For the three months ended September 30, 2021 and for the period from March 8, 2021 (inception) through September 30, 2021, the Company incurred none in expenses for these services. 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 $ 1,500,000 1.00 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, $ 2,999,982 ($ 0.15 per share in either case) on or prior to the date of the applicable deadline, up to an aggregate of $ 5,999,964 , or approximately $ 0.30 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 $ 1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $ 1.00 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 September 30, 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 99,999 268,617 2.87 9,351,106 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 5. RELATED PARTY TRANSACTIONS Founder Shares At the end of 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 $ 25,100 in cash. Our Sponsor transferred 99,999 founder shares to EF Hutton as representative shares (the representative shares are deemed to be underwriter’s 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 Placement Units and underlying securities). The initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary share (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 20 trading days within any 30-trading day period commencing after a Business Combination 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 $ 400,000 0.01% 696,875 338,038 no 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 10,000 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 $ 1,500,000 1.00 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, $ 2,999,982 0.15 5,999,964 0.30 1,500,000 1.00 INFINT ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS Representative Shares On November 23, 2021, the Company assigned 99,999 268,617 2.96 9,351,106 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. | ||
Seamless Group Inc [Member] | ||||
RELATED PARTY TRANSACTIONS | 8 Related party transactions RELATED PARTY TRANSACTIONS (a) Related parties Name of related parties Relationship with the Company Dr. Ronnie Hui Financial Advisor of the Company Mr. Takis Wong Chief Operating Officer of the Company Mr. Alexander Kong Chief Executive Officer of the Company Regal Planet Limited Ultimate holding company Sino Dynamic Solutions Limited Company controlled by a director of the Company PT WalletKu Indompet Indonesia Investment held indirectly by the Company Ripple Labs Singapore Pte. Ltd. Controlled subsidiary of minority shareholder (a) The Company had the following significant related party transactions for the six months ended June 30, 2022 and 2021, respectively: SCHEDULE OF RELATED PARTY TRANSACTIONS Six months ended June 30, 2022 2021 US$ US$ Sino Dynamic Solutions Limited Purchase of intangible assets - 2,705,677 Support and maintenance costs 459,893 463,828 (b) The Company had the following related party balances as of June 30, 2022 and December 31, 2021: SCHEDULE OF RELATED PARTY BALANCES June 30, 2022 December 31, 2021 US$ US$ Amounts due from related parties PT WalletKu Indompet Indonesia — 1,280,488 Sino Dynamic Solutions Limited 2,286,790 965,843 Others 104,289 644,955 Amounts due from related parties 2,391,079 2,891,286 Amounts due to related parties Regal Planet Limited 49,421,214 47,545,616 Ripple Labs Singapore Pte. Ltd. 4,567,059 — Mr. Alexander Kong 177,538 1,669,823 Others 1,781,066 2,949,956 Amounts due to related parties 55,946,877 52,165,395 The amounts due from/to related parties are unsecured, interest-free and repayable on demand. Borrowings arising from transactions with related parties are described in Note 7. | 19 Related party transactions RELATED PARTY TRANSACTIONS (a) Related parties Name of related parties Relationship with the Company Dr. Ronnie Hui Financial Advisor of the Company Mr. Takis Wong Chief Operating Officer of the Company Mr. Alexander Kong Chief Executive Officer of the Company Regal Planet Limited Ultimate holding company Sino Dynamic Solutions Limited Company controlled by a director of the Company PT WalletKu Indompet Indonesia Investment held indirectly by the Company (b) The Company had the following significant related party transactions for the years ended December 31, 2021 and 2020, respectively: SCHEDULE OF RELATED PARTY TRANSACTIONS Years ended December 31, 2021 2020 US$ US$ Sino Dynamic Solutions Limited Purchase of intangible assets 3,599,144 399,687 Support and maintenance costs 926,156 850,947 (c) The Company had the following related party balances as of December 31, 2021 and 2020: SCHEDULE OF RELATED PARTY BALANCES December 31, 2021 2020 US$ US$ Amounts due from related parties PT WalletKu Indompet Indonesia 1,280,488 — Sino Dynamic Solutions Limited 965,843 44,362 Others 644,955 100,560 Amounts due from related parties 2,891,286 144,922 Amounts due to related parties Regal Planet Limited 47,545,616 38,579,903 Mr. Alexander Kong 1,669,823 — Others 2,949,956 2,562,825 Amounts due to related parties 52,165,395 41,142,728 The amounts due from/to related parties are unsecured, interest-free and repayable on demand. The transactions occur in the course of the Company’s operations. Borrowings arising from transactions with related parties are described in Note 10. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | 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 The underwriter received a cash underwriting discount of: (i) one and one-quarter percent ( 1.25 2,499,985 0.5 3.00 5,999,964 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 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 The underwriter received a cash underwriting discount of: (i) one and one-quarter percent ( 1.25 2,499,985 0.5 3.00 5,999,964 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 FINANCIAL STATEMENTS | ||
Seamless Group Inc [Member] | ||||
COMMITMENTS AND CONTINGENCIES | 9 Commitments and Contingencies COMMITMENTS AND CONTINGENCIES The Company believes there are no commitments or contingencies arising from the normal course of business or any legal proceedings that require recognition or disclosure in the consolidated financial statements. | 20 Commitments and Contingencies COMMITMENTS AND CONTINGENCIES The Company believes there are no commitments or contingencies arising from the normal course of business or any legal proceedings that require recognition or disclosure in the consolidated financial statements. |
SHAREHOLDER_S EQUITY
SHAREHOLDER’S EQUITY | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
SHAREHOLDER’S EQUITY | NOTE 7. SHAREHOLDER’S EQUITY Preferred Shares 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 September 30, 2022 and December 31, 2021, there were no preferred shares issued or outstanding. Class A Ordinary share 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 September 30, 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 — 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 September 30, 2022 and December 31, 2021, there were 5,833,083 Class B ordinary shares issued and outstanding. The Sponsor transferred 69,999 Class B Ordinary shares to EF Hutton and 30,000 Class B ordinary shares to JonesTrading as representative shares. Hence, as of September 30, 2022 and December 31, 2021, 5,733,084 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 share will automatically convert into Class A ordinary share at the time of the Company’s initial business combination on a one-for-one basis. Warrants — five years The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary share 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 ● 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 ● 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 share 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 share 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. INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS In addition, if (x) the Company issues additional Class A ordinary share 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 share 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 At September 30, 2022 and December 31, 2021, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private 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 common 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 Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. | NOTE 7. SHAREHOLDER’S EQUITY Preferred Shares 5,000,000 0.0001 no Class A Ordinary share 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 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 — 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 December 31, 2021, there were 5,833,083 Class B ordinary shares issued and outstanding. The Sponsor transferred 99,999 founder shares to EF Hutton as representative shares. Hence, as of December 31, 2021, 5,733,084 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 share will automatically convert into Class A ordinary share at the time of the Company’s initial business combination on a one-for-one basis. Warrants — five years The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary share 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 ● 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 ● 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 share 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 share 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. INFINT ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS In addition, if (x) the Company issues additional Class A ordinary share 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 share 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 At December 31, 2021, there were 9,999,940 7,796,842 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 common 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 Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | NOTE 9. 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. On October 20, 2022, INFINT filed a Preliminary Proxy Statement on Schedule 14A and on November 2, 2022, INFINT filed a Definitive Proxy Statement on Schedule 14A (“Definitive Schedule 14A”) relating to an extraordinary general meeting of shareholders that was anticipated to be held in December 2022 to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association which would, if implemented, allow the Company to extend the date by which it has to consummate a Business Combination for an additional four months, from November 23, 2022 to March 23, 2023 (such proposal, the “Extension Proposal”). The Company was also to seek shareholder approval for the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal. On November 22, 2022, INFINT issued a press release announcing its decision to cancel its extraordinary general meeting of shareholders that was scheduled for November 22, 2022 and to withdraw from consideration by the shareholders of the Company the proposals set forth in the Company’s Definitive Proxy Statement. In accordance with the provisions of the Charter and Section 9.03(a) of the Business Combination Agreement, on November 22, 2022, Seamless deposited additional funds in the amount of $ 2,999,982 | 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. | |
Seamless Group Inc [Member] | |||
SUBSEQUENT EVENTS | 21 Subsequent events SUBSEQUENT EVENTS On January 28, 2022, Tranglo Sdn. Bhd. declared a single-tier final dividend of Malaysian ringgit (“RM”) 59.7223 14.2213 2,381,242 952,497 On March 31, 2022, Tranglo Sdn. Bhd. declared a single-tier final dividend of RM 59.7223 14.2094 2,379,259 951,704 On June 2, 2022, Dynamic Indonesia Holdings Limited entered into the Subscription Agreement with its shareholders, Dynamic Investment Holdings Limited and Noble Tack International Limited, pursuant to which Dynamic Indonesia Holdings Limited agreed to allot and issue 5,000 1,000 1,000,000 Pursuant to the terms of the Subscription Agreement, Noble Tack International Limited has decided not to subscribe for the first tranche of the Subscription and Dynamic Investment Holdings Limited agreed to subscribe for all the 1,000 200,000 51.43% The Company had an incentive plan approved and adopted on September 13, 2018, namely the 2018 Equity Incentive Plan. Under the 2018 Equity Incentive Plan, a total of 2,591,543 978,397 12.87 6,093,000 |
INITIAL BUSINESS COMBINATION
INITIAL BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
INITIAL BUSINESS COMBINATION | NOTE 8. INITIAL BUSINESS COMBINATION On August 3, 2022, the Company entered into the Business Combination Agreement with Merger Sub and Seamless. See Note 1 for more detailed discussions. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
ACCOUNTS RECEIVABLE, NET | 3 Accounts receivable, net ACCOUNTS RECEIVABLE, NET SCHEDULE OF ACCOUNTS RECEIVABLE NET 2021 2020 December 31, 2021 2020 US$ US$ Accounts receivable 2,880,915 4,379,814 Allowance for credit losses — (175,676 ) Accounts receivable, net 2,880,915 4,204,138 The movements in allowance for credit losses are as follows: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS 2021 2020 December 31, 2021 2020 US$ US$ Balance at the beginning of year 175,676 16,818 Additions — 175,676 Deconsolidation of a subsidiary (175,676 ) — Written off — (16,818 ) Balance at the end of year — 175,676 |
PREPAYMENTS, RECEIVABLES AND OT
PREPAYMENTS, RECEIVABLES AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
PREPAYMENTS, RECEIVABLES AND OTHER ASSETS | 4 Prepayments, receivables and other assets PREPAYMENTS, RECEIVABLES AND OTHER ASSETS SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS 2021 2020 December 31, 2021 2020 US$ US$ Contract asset 4,181,989 — Other receivables 38,383 89,314 Prefunding to remittances partner 12,363,982 12,896,134 Deposits 3,086,382 3,096,823 Goods and services tax/ Value-added tax recoverable 18,049 30,330 Prepayments 332,866 251,190 Airtime stock 1,252,740 1,613,552 Inventories — 58,386 Current tax recoverable 596,059 572 Others 902,829 994,559 Total 22,773,279 19,030,860 Movement of contract assets are as follows: SCHEDULE OF CONTRACT ASSETS December 31, 2021 2020 US$ US$ As at January 1 — — Rights of consideration for service rendered but not billed 4,189,989 — As at December 31 4,189,989 — SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
INVESTMENT IN AN EQUITY SECURIT
INVESTMENT IN AN EQUITY SECURITY | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
INVESTMENT IN AN EQUITY SECURITY | 5 Investment in an equity security INVESTMENT IN AN EQUITY SECURITY Investment in an equity security as of December 31, 2021 and 2020 consisted of the following: SCHEDULE OF INVESTMENT IN AN EQUITY SECURITY December 31, 2021 2020 US$ US$ K Hub 0.54 % 100,000 100,000 No impairment was recorded as of December 31, 2021 and 2020 as the Company evaluated the decline in fair value of the investment below its book value was not other-than-temporary. |
EQUIPMENT AND SOFTWARE, NET
EQUIPMENT AND SOFTWARE, NET | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
EQUIPMENT AND SOFTWARE, NET | 6 Equipment and software, net EQUIPMENT AND SOFTWARE, NET Equipment and software, net as of December 31, 2021 and 2020 consisted of the following: SCHEDULE OF EQUIPMENT AND SOFTWARE NET 2021 2020 December 31, 2021 2020 US$ US$ Office equipment 202,046 294,889 Furniture and fittings 245,719 246,796 Renovation 1,511,974 1,675,670 Signboard 2,195 2,195 Computer peripherals 2,749,180 2,364,832 Electrical installation 37,848 37,848 Mobile phone 9,029 9,044 Motor vehicle 84,179 84,179 Air conditioners 4,809 4,809 Store equipment — 79,155 Total 4,846,979 4,799,417 Less: accumulated depreciation (3,511,887 ) (2,540,984 ) Equipment and software, net 1,335,092 2,258,433 Depreciation expenses of US$ 1,066,303 1,276,770 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
INTANGIBLE ASSETS, NET | 7 Intangible assets, net INTANGIBLE ASSETS, NET Intangible assets, net as of December 31, 2021 and 2020 consisted of the following: SCHEDULE OF INTANGIBLE ASSETS NET 2021 2020 December 31, 2021 2020 US$ US$ Software 20,547,957 16,931,836 Developed technologies 5,853,354 5,853,354 Trade names and trademarks 7,043,640 7,043,640 Total 33,444,951 29,828,830 Less: accumulated amortization (20,061,254 ) (15,214,893 ) Intangible assets, net 13,383,697 14,613,937 Amortization expenses were US$ 4,916,290 4,545,804 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7 Intangible assets, net (Continued) As of December 31, 2021, the estimated future amortization expense for each of the next five years and thereafter was as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES Amortization US$ For the year ending December 31, 2022 3,533,703 2023 3,002,348 2024 2,438,936 2025 2,270,533 2026 1,833,176 Thereafter 305,001 Total 13,383,697 |
GOODWILL
GOODWILL | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Seamless Group Inc [Member] | ||
GOODWILL | 3 Goodwill GOODWILL SCHEDULE OF GOODWILL Goodwill US$ Balance as of January 1, 2021 19,618,594 Goodwill upon disposal (389,066 ) Balance as of December 31, 2021 19,229,528 Goodwill upon acquisition (Note 7) 7,851,590 Balance as of June 30, 2022 27,081,118 | 8 Goodwill GOODWILL Changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 were as follows: SCHEDULE OF GOODWILL Goodwill US$ Balance as of January 1, 2020, December 31, 2020 and January 1, 2021 19,618,594 Goodwill upon disposal (389,066 ) Goodwill upon acquisition (Note 7) Balance as of December 31, 2021 19,229,528 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
LEASES | 9 Leases LEASES The Company entered into operating leases for computer peripherals and office properties in Malaysia and Indonesia. The leases in Malaysia included an option to renew for a one year term. None of the renewal options have been included in the measurement of the leases. The Company also entered into finance lease for computer peripherals. Right-of-use assets and lease liabilities, as of December 31, 2021 and 2020, are as follows: SCHEDULE OF RIGHT OF USE ASSETS AND LEASE LIABILITIES Line Items 2021 2020 Financial Statement December 31, Line Items 2021 2020 US$ US$ Right-of-use assets: Operating lease Right-of-use assets 116,777 255,041 Finance lease Equipment and software, net 64,991 104,024 Total right-of-use assets 181,768 359,065 Lease liabilities: Current liabilities Operating lease Current portion of lease liabilities 117,203 72,278 Finance lease Accounts payable, accruals and other payables 38,437 36,993 Total current operating lease liabilities 155,640 109,271 Non-current liabilities Finance lease Other payables 23,758 64,414 Total non- current operating liabilities 179,398 173,685 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 Leases (Continued) The components of lease costs are as follows: SCHEDULE OF LEASE COSTS 2021 2020 Years ended December 31, 2021 2020 US$ US$ Operating lease costs 1,292,634 835,042 Short-term lease costs 72,931 221,162 Finance lease costs: Depreciation 35,651 58,402 Interest on finance lease liabilities 5,801 8,913 Total lease costs 1,407,017 1,123,519 Other information related to leases is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES December 31, 2021 US$ Weighted Average Remaining Lease Term Operating lease 10.7 Finance lease 21.8 Weighted Average Discount Rate Operating lease 8.05 % Finance lease 7.30 % Cash flows related to leases are as follows: SCHEDULE OF CASHFLOWS RELATED TO LEASES 2021 2020 Years ended December 31, 2021 2020 US$ US$ Cash flows from operating activities: Payments for operating lease liabilities 176,408 445,411 Cash flows from financing activities: Principal payments on finance lease obligation 35,434 33,511 Supplemental Cash Flow Data: Right-of-use assets obtained in exchange for new operating lease obligations 240,569 405,573 Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON CANCELABLE OPERATING LEASES Operating lease Finance lease Total US$ US$ US$ For the year ending December 31, 2022 121,581 41,479 163,060 2023 — 24,196 24,196 Lease liabilities (Gross) 121,581 65,675 187,256 Less: imputed interest (4,378 ) (3,480 ) (7,858 ) Total lease liabilities 117,203 62,195 179,398 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
BORROWINGS
BORROWINGS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Seamless Group Inc [Member] | ||
BORROWINGS | 4 Borrowings BORROWINGS SCHEDULE OF BORROWINGS US$ US$ June 30, 2022 December 31, 2021 US$ US$ Short-term borrowings (i) 4,927,019 3,799,427 Long-term borrowings (ii) 3,383,402 2,449,318 Less: current maturities (371,596 ) (344,975 ) Non-current maturities 3,011,806 2,104,343 (i) As of June 30, 2022, the Company obtained several loans from individuals amounted to US$ 2.1 0.6 10.0 15.9 (ii) As of June 30, 2022, the Company had a loan of US$ 2.05 As of June 30, 2022, loans of US$ 1.7 4.1 Interest expense during the six months ended June 30, 2022 and 2021 was US$ 3,992,501 2,565,026 As of June 30, 2022, the long-term borrowings will be due according to the following schedule: SCHEDULE OF LONG TERM BORROWINGS Principal amounts US$ For the year ending December 31, 2022 177,796 2023 343,217 2024 366,739 2025 2,495,650 Total 3,383,402 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 10 Borrowings BORROWINGS SCHEDULE OF BORROWINGS 2021 2020 December 31, 2021 2020 US$ US$ Short-term borrowings (i) 3,799,427 3,417,996 Long-term borrowings (ii) 2,449,318 2,773,118 Less: current maturities (344,975 ) (237,992 ) Non-current maturities 2,104,343 2,535,126 (i) As of December 31, 2021 and 2020, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from 15.0 17.0 16.2 17.0 15.9 16.7 (ii) As of December 31, 2021 and 2020, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 2.5 24.0 18.0 21.3 As of December 31, 2021, the Company obtained loans from two members of management of the Company. A loan of HK$ 4.7 0.6 12 2.5 0.3 12 As of December 31, 2021, loans of US$ 4.1 6.0 Interest expense during the years ended December 31, 2021 and 2020 was US$ 8,603,623 4,105,464 As of December 31, 2021, the long-term borrowings will be due according to the following schedule: SCHEDULE OF LONG TERM BORROWINGS Principal amounts US$ For the year ending December 31, 2022 344,975 2023 1,268,584 2024 368,995 2025 466,764 Total 2,449,318 The carrying values of short-term borrowings approximate their fair values due to their short-term maturities. The Company’s long-term borrowing are subject to both fixed and floating interest rates. The carrying values of each type of these borrowings approximate their fair values as the interest rates reflect the rates offered to other entities with similar characteristics to Seamless. The borrowings fall into level 2 of the fair value hierarchy. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
RECEIVABLE FACTORING
RECEIVABLE FACTORING | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Seamless Group Inc [Member] | ||
RECEIVABLE FACTORING | 5 Receivable factoring RECEIVABLE FACTORING The receivables factoring facility represents an interest-bearing loan based on terms and conditions set out in the facility agreement dated April 22, 2021. The loan is secured by accounts receivable, bears an effective interest rate of 10 10 Interest expense during the six months ended June 30, 2022 and 2021 was US$ 37,655 69,611 | 11 Receivables factoring RECEIVABLE FACTORING The receivables factoring facility represents an interest-bearing loan for an amount of US$ 272,108 1,014,568 10 7.80 10.20 The weighted average interest rate as of December 31, 2021 and 2020 was 10.0 9.6 138,260 123,814 |
ACCOUNTS PAYABLE, ACCRUALS AND
ACCOUNTS PAYABLE, ACCRUALS AND OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
ACCOUNTS PAYABLE, ACCRUALS AND OTHER PAYABLES | 12 Accounts payable, accruals and other payables ACCOUNTS PAYABLE, ACCRUALS AND OTHER PAYABLES Accounts payable, accruals and other payables consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND OTHER PAYABLES 2021 2020 December 31, 2021 2020 US$ US$ Accounts payable 10,848 7,353 Accruals 11,964,341 4,803,814 Prefunding from remittance customers 45,522,545 47,290,380 Incentives received for credit card program 700,521 704,682 Prefunding from airtime customers 936,740 926,791 Current portion of finance lease liabilities 38,437 36,993 Cash received for the subscription of Convertible Promissory Note 1,058,072 1,064,357 Accrued interest 468,076 320,037 Tax payable 16,367 324,683 Other payables 684,023 678,668 Total 61,399,970 56,157,758 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
CONVERTIBLE BONDS
CONVERTIBLE BONDS | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
CONVERTIBLE BONDS | 13 Convertible bonds CONVERTIBLE BONDS SCHEDULE OF CONVERTIBLE BONDS 2021 2020 December 31, 2021 2020 US$ US$ Convertible Bond A — 22,500,000 Convertible Bond B 20,000,000 — Convertible Bond C 1,000,000 — Convertible Bond D — 3,500,000 Total principal 21,000,000 26,000,000 Less: unamortized debt discount (4,246,810 ) (377,901 ) Net carrying amount 16,753,190 25,622,099 Less: maturing within one year (7,561,050 ) (25,622,099 ) Convertible bonds 9,192,140 — Convertible Bond A, B and C On September 14, 2018, the Company entered into a subscription agreement with a subscriber to issue an aggregate principal amount of US$ 30,000,000 12% September 14, 2021 7,500,000 The bond holder could convert Convertible Bond A, fully or in part, into the Company’s shares, during the conversion period, defined as the period from the issue date to the maturity date or the date of a public listing of the Company’s shares (as defined in the subscription agreement), whichever is earlier. Convertible Bond A was convertible at an initial conversion price of US$ 12,870.50 On September 14, 2021, the Company and the bond holder entered into an amended and restated convertible bonds instrument with principal amount of US$ 27,000,000 15% secured guaranteed convertible bonds to reflect the new terms and extend the maturity of Convertible Bond A (“Convertible Bond B”) to September 14, 2023 . The principal amount of US$ 27,000,000 was derived from the remaining principal of US$ 22,500,000 from Convertible Bond A and accrued interest of US$ 4,500,000 . Based on the restated terms, the bond holder shall have the right, at its option, to require the Company to redeem US$ 18,000,000 principal amount of Convertible Bond B at any time on or before December 14, 2021. By a redemption notice dated December 6, 2021, the bond holder applied to exercise the redemption right, on December 24, 2021. The Company then agreed to amend and supplement Convertible Bond B by entering into the supplemental deed signed on December 20, 2021. The supplemental deed stipulates that the US$18,000,000 redemption right will be exercisable in three stages : i) redeem at least US$ 7,000,000 on or before December 29, 2021; ii) redeem up to US$ 5,000,000 on or before January 31, 2022; iii) redeem remaining amount on or before June 24, 2022. The Company and the bond holder agreed to compensate the bond holder for this revised redemption schedule by the payment of increased interest of 24% per annum for the unpaid principal of the convertible bonds calculated from the original redemption date to the new redemption dates. On December 24, 2021, the Company redeemed US$ 7 million and issued an additional bond of US$ 1 million (“Convertible Bond C”), which will also mature on September 14, 2023. Both Convertible Bond B and C were convertible at an initial conversion price of US$ 6.21335 Convertible Bond B was considered as an issuance of new debt because the new terms were substantially different from Convertible Bond A. The loss on extinguishment of Convertible Bond A is US$ 119,155 In accounting for the issuance of the convertible bonds, the Company determined that, as the embedded conversion feature is indexed to the Company’s stock, the conversion option is eligible for the scope exception of ASC 815-10-15-74(a), and does not have to be bifurcated from the debt host and accounted for as a derivative. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 13 Convertible bonds (Continued) Convertible Bond A, B and C (continued) The Company determined that each of the above convertible bonds included a beneficial conversion feature (“BCF”). A BCF exists when the conversion price of a share is less than the fair value of a share on the date the convertible bond is issued. This is known as o the intrinsic value of the feature, and the difference between these two amounts is recorded as additional paid-in capital and as a debt discount in the balance sheets. The Company amortizes the discount to interest expense over the life of the underlying debt in the statements of operations and comprehensive loss. If the debt is retired early, the associated debt discount is then recognized immediately as interest expense in the statements of operations and comprehensive loss. Total debt discount of US$ 2,134,031 6,634,030 49,353 2,814,474 and US$ 533,508 Convertible Bond D On July 30, 2019, the Company entered into a subscription agreement with another subscriber to issue an aggregate principal amount of US$ 3,500,000 12% July 16, 2021 The bond holder could convert the Convertible Bonds D, fully or in part, into the Company’s preferred shares, during the conversion period. The Convertible Bond D was convertible at an initial conversion price calculated in accordance with the agreed pre-money valuation in the agreement as at issued date, and as adjusted by certain conditions mentioned in the agreement. The number of conversion shares to be issued were to be equal to the quotient obtained by dividing (i) the outstanding principal amount of the convertible bond in respect of which the bond holder has exercised its conversion right and unpaid accrued interest attributable to the principal amount (if the bond holder elected) by (ii) the above mentioned conversion price. The embedded conversion option of Convertible Bond D, like those in Convertible Bonds A, B and C, is eligible for the scope exception of ASC 815-10-156-74(a), and therefore it is not bifurcated and treated as a derivative. Additionally, as there was no intrinsic value at the time of issuance of Convertible Bond D, there was no BCF and Convertible Bond D was recorded as a single liability at its face value. The Company did not elect the fair value option in ASC 825 and thus the liability is recognized at amortized cost as of December 31, 2020. The carrying value of the Company’s Convertible Bonds, which are subject to fixed interest rates, approximates its fair value as the interest rate is comparable to that offered to other entities which are similar to Seamless. The Convertible Bonds fall into level 2 of the fair value hierarchy. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
REVENUE | 14 Revenue REVENUE SCHEDULE OF REVENUE 2021 2020 Years end December 31, 2021 2020 US$ US$ Remittance services 30,196,550 29,245,132 Sales of Airtime 24,538,576 22,054,903 Other services 2,766,245 10,264,804 Revenue 57,501,370 61,564,838 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
DEFINED CONTRIBUTION PLANS
DEFINED CONTRIBUTION PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
DEFINED CONTRIBUTION PLANS | 15 Defined contribution plans DEFINED CONTRIBUTION PLANS The Company contributes to an employment provident fund in respect of its employees in Hong Kong, Malaysia, and a central provision fund run by the Singapore government in respect of its employees in Singapore. The expenses related to these plans were US$ 440,725 393,393 The Company also provides post-employment benefits for its qualifying employees in Indonesia. Amounts recognized in the consolidated balance sheets in respect of these post-employment benefits are as follows: SCHEDULE OF POST-EMPLOYMENT BENEFITS 2021 2020 December 31, 2021 2020 US$ US$ Post-employment benefit obligation — 56,081 Amounts recognized in the consolidated statements of operations and comprehensive loss in respect of these post-employment benefits are as follows: SCHEDULE OF CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 2021 2020 Years ended December 31, 2021 2020 US$ US$ Current service cost — 33,387 Loss on settlement — 12,145 Interest expense — 2,026 Past service cost — — Total post-employment benefit expenses — 47,558 Actuarial gain in other comprehensive income — (14,009 ) Total expenses — 33,549 Movement in the net liability recognized in the consolidated balance sheets are as follows: SCHEDULE OF RECOGNIZED IN CONSOLIDATED BALANCE SHEETS 2021 2020 December 31, 2021 2020 US$ US$ Beginning balance 56,081 34,817 Post-employment benefits expense — 47,558 Benefit payment — (12,285 ) Actuarial gain — (14,009 ) Deconsolidation of a subsidiary (56,081 ) — Ending balance — 56,081 The major assumptions used by the independent actuary as at December 31, 2020 were as follows: SCHEDULE OF DEFINED BENEFIT PLAN, ASSUMPTIONS 2020 Discount rate 7.25 Salary increment rate 8.5 Mortality rate 100 Resignation rate 5% per annum up to age 25, decreasing linearly to 0% per annum at age 55 Normal pension 55 years old SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 15 Defined contribution plans (Continued) The following table demonstrates sensitivity to a reasonably possible changes of one point percentage in market interest rates, with all other variables held constant, for present value of benefits obligation and current service cost as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020: SCHEDULE OF EFFECT OF ONE-PERCENTAGE-POINT CHANGE IN ASSUMED 2021 2020 December 31, 2021 2020 US$ US$ Discount rate +1% or -1% a. Present value of defined benefit obligation (“PVDBO”) rate +1% — (7,864 ) b. PVDBO rate -1% — 9,655 Salary increase rate +1% or -1% a. PVDBO rate +1% — 9,735 b. PVDBO rate -1% — (8,066 ) |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
INCOME TAX | 16 Income tax INCOME TAX The Company’s loss before income tax consists of: SCHEDULE OF INCOME BEFORE INCOME TAX 2021 2020 Years ended December 31, 2021 2020 US$ US$ Malaysia 4,235,091 4,802,216 Indonesia 561,712 (1,279,023 ) Hong Kong (17,250,286 ) (7,591,181 ) Others 321,886 494,444 Loss before income tax (12,131,597 ) (3,573,544 ) The Company is incorporated in Cayman Islands and is not subject to corporate income tax under its relevant regulations. For the Company’s subsidiaries incorporated in Hong Kong, they are subject to a corporate tax rate of 16.5 For the Company’s subsidiaries incorporated in Malaysia, they are subject to corporate tax rate on 24 For the Company’s subsidiaries incorporated in Indonesia, they are subject to a corporate tax rate of 22 For the Company’s subsidiary incorporated in Singapore, it is subject to a corporate tax rate of 17 For the Company’s subsidiary incorporated in United Kingdom, it is subject to a corporate tax rate of 19 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16 Income tax (Continued) Income tax expense consists of: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE 2021 2020 Years ended December 31, 2021 2020 US$ US$ Income tax expense 1,123,437 2,017,106 Deferred income tax benefit (369,734 ) (524,609 ) Income tax expense Benefit 753,703 1,492,497 A reconciliation of the income tax expense to the amount computed by applying the current statutory tax rate to the income before income tax in the consolidated statements of operations and comprehensive loss is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 Years ended December 31, 2021 2020 US$ US$ Income before income tax (12,131,597 ) (3,573,542 ) Tax calculated at Hong Kong profits tax rate (2,001,717 ) (589,634 ) Effect of different tax rates applicable to different jurisdictions 2,227,715 1,112,450 Income not subject to tax (291,197 ) (242,480 ) Non-deductible expenses 212,759 244,334 Change in valuation allowance 318,215 (19,729 ) Underprovision of current tax in the previous financial year 228,936 325,563 Tax effect on deductible temporary differences 58,992 589,488 Others — 72,505 Income tax 753,703 1,492,497 The Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are attributable to the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2021 2020 December 31, 2021 2020 US$ US$ Deferred tax assets Tax losses carried forward 6,341,531 6,017,826 Equipment (85,534 ) (83,457 ) Accrued expenses 189,163 655,776 Others — 50,987 Deferred tax gross 6,445,160 6,641,132 Valuation allowance (6,339,009 ) (6,297,150 ) Total deferred tax assets 106,151 343,982 Deferred tax liabilities Fixed assets — (1,804 ) Intangible assets (1,924,455 ) (2,294,189 ) Others (61,622 ) (61,622 ) Total deferred tax liabilities (1,986,077 ) (2,357,615 ) Net deferred tax liabilities (1,879,926 ) (2,013,633 ) SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16 Income tax (Continued) As of December 31, 2021 and 2020, management has recorded a valuation allowance on certain deferred tax assets where management believes that after considering all of the available evidence, it is more likely than not that some portion or all will not be realized in the foreseeable future. The ultimate realization of deferred tax assets depends on the generation of future taxable income in which those temporary differences and carry forwards become deductible. As of December 31, 2021 and 2020, the accumulated tax losses of subsidiaries can be carried forward to offset against future taxable profits. The tax loss for the subsidiary incorporated in Hong Kong is US$ 36,801,415 31,687,236 As of December 31, 2021 and 2020, the accumulated tax losses of subsidiaries can be carried forward to offset against future taxable profits. The tax loss for the subsidiary incorporated in Singapore is US$ 294,942 503,580 The tax loss in the subsidiary incorporated in United Kingdom is US$ 696,906 727,333 The tax loss in the subsidiaries incorporated in Indonesia is US$ 89,576 2,081,217 The tax loss in the subsidiaries incorporated in Malaysia is US$ 502,913 573,219 |
SEGMENTS
SEGMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Seamless Group Inc [Member] | ||
SEGMENTS | 6 Segments SEGMENTS SCHEDULE OF SEGMENT REPORTING FOR REVENUE 2022 2021 Six months ended June 30, 2022 2021 US$ US$ Revenue Remittance services expense 12,743,018 15,177,593 Sales of Airtime 12,473,686 12,557,083 Other services 98,343 29,980 Revenue 25,314,688 30,211,584 Cost of sales Remittance services expense (6,008,981 ) (7,281,655 ) Sales of Airtime (11,854,806 ) (13,707,958 ) Other services (113,888 ) (98,797 ) Cost of sales (17,977,675 ) (21,088,410 ) Gross Profit Remittance services expense 6,733,678 7,895,938 Sales of Airtime 618,880 1,296,053 Other services (15,545 ) (68,817 ) Gross Profit 7,337,013 9,123,174 | 17 Segments SEGMENTS SCHEDULE OF SEGMENT REPORTING FOR REVENUE 2021 2020 Years ended December 31, 2021 2020 US$ US$ Revenue Remittance services 30,196,550 29,245,132 Sales of Airtime 26,985,504 32,215,713 Other services 319,316 103,993 Revenue 57,501,370 61,564,838 Years ended December 31, 2021 2020 US$ US$ Cost of sales Remittance services (14,712,592 ) (15,786,115 ) Sales of Airtime (24,682,635 ) (29,567,857 ) Other services (209,114 ) (220,673 ) Cost of sales (39,604,341 ) (45,574,645 ) Years ended December 31, 2021 2020 US$ US$ Gross Profit Remittance services 15,483,958 13,459,017 Sales of Airtime 2,302,869 2,647,856 Other services 110,202 (116,680 ) Gross Profit 17,897,029 15,990,193 The following table sets forth the Expenditures for additions to long-lived assets other than goodwill and acquired intangible assets: SCHEDULE FOR ADDITIONS TO LONG-LIVED ASSETS OTHER THAN GOODWILL AND ACQUIRED INTANGIBLE ASSETS 2021 2020 Years ended December 31, 2021 2020 US$ US$ Remittance services 405,880 221,991 Sales of Airtime - 223,322 Other services - - Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets 405,880 445,313 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17 Segments (Continued) The following table sets forth the revenues by geographical area: SCHEDULE OF GEOGRAPHICAL INFORMATION 2021 2020 Years ended December 31, 2021 2020 US$ US$ Revenue Hong Kong 8,307,589 10,899,931 Malaysia 46,746,853 40,504,097 Indonesia 2,446,928 10,160,810 Revenue 57,501,370 61,564,838 The following table sets forth the long-lived assets other than goodwill and intangible assets by geographical area: SCHEDULE OF LONG LIVED ASSETS GEOGRAPHICAL INFORMATION 2021 2020 December 31, 2021 2020 US$ US$ Long-lived assets other than goodwill and acquired intangible assets Hong Kong 5,897,263 6,386,015 Malaysia 930,515 758,621 Indonesia - 423,655 Long-Lived Assets 6,827,778 7,568,291 December 31, 2021 2020 US$ US$ Long-lived assets other than goodwill and acquired intangible assets Hong Kong 5,897,263 6,386,015 Malaysia 930,515 758,621 Indonesia - 423,655 Long-Lived Assets 6,827,778 7,568,291 Add: Non-disclose items Investment in an equity security 100,000 100,000 Deferred tax assets 106,151 - Goodwill 19,229,528 19,618,594 Acquired intangible assets 8,007,788 9,559,120 Long-lived assets other than goodwill and acquired intangible assets 34,271,245 36,846,005 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
DECONSOLIDATION OF DYNAMIC INDO
DECONSOLIDATION OF DYNAMIC INDONESIA HOLDINGS LIMITED | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
DECONSOLIDATION OF DYNAMIC INDONESIA HOLDINGS LIMITED | 18 Deconsolidation of Dynamic Indonesia Holdings Limited DECONSOLIDATION OF DYNAMIC INDONESIA HOLDINGS LIMITED On July 13, 2020, an agreement was signed by Dynamic Indonesia Holdings Limited, a wholly owned subsidiary of the Company, to borrow US$ 1 In March 2021, the third party converted the loan for 51 |
SCHEDULE 1
SCHEDULE 1 | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
SCHEDULE 1 | SCHEDULE 1 Condensed Financial Information of the Company Condensed balance sheets of the parent company SCHEDULE OF CONDENSED BALANCE SHEETS OF THE PARENT COMPANY December 31, 2021 2020 US$ US$ ASSETS Current assets: Cash and cash equivalents 25,648 93,036 Short-term investments 2,012,562 2,024,057 Prepayments, deposits and other receivables 2,751,066 2,754,125 Amounts due from subsidiaries 5,610,972 8,722,221 Amounts due from related parties 1,857,039 386,007 Total current assets 12,257,287 13,979,446 Investments in subsidiaries 26,171,064 29,745,028 Investment in an equity security 100,000 100,000 Total assets 38,528,351 43,824,474 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Borrowings 1,666,989 1,225,421 Accruals and other payables 1,596,197 1,446,929 Amounts due to subsidiaries 215,889 79,054 Amounts due to related parties 48,338,222 38,280,613 Convertible bonds 7,561,050 25,622,099 Total current liabilities 59,378,347 66,654,116 Borrowings 923,256 — Convertible bonds 9,192,140 — Total liabilities 69,493,743 66,654,116 Shareholders’ deficit: Common shares (US$ 0.001 58,030,000 58,030 58,030 Additional paid-in capital 29,172,373 22,488,990 Accumulated deficit (60,105,962 ) (45,256,763 ) Accumulated other comprehensive loss (89,833 ) (119,899 ) Total shareholders’ deficit (30,965,392 ) (22,829,642 ) Total liabilities and shareholders’ deficit 38,528,351 43,824,474 SEAMLESS GROUP INC. SCHEDULE 1 Condensed Financial Information of the Company (Continued) Condensed statements of comprehensive income (loss) SCHEDULE OF CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Years ended December 31, 2021 2020 US$ US$ General and administrative expenses (639,125 ) (803,469 ) Finance costs, net (10,636,110 ) (3,802,013 ) Share of results from subsidiaries (3,573,964 ) (2,118,945 ) Loss before income tax (14,849,199 ) (6,724,427 ) Income tax expenses — — Net loss (14,849,199 ) (6,724,427 ) Other comprehensive income (loss) Foreign currency translation adjustments 26,245 90,496 Total comprehensive loss (14,822,954 ) (6,633,931 ) Condensed statements of cash flows SCHEDULE OF CONDENSED STATEMENTS OF CASH FLOWS Years ended December 31, 2021 2020 US$ US$ Cash flows from operating activities: Net loss (14,849,199 ) (6,724,427 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of discount on convertible bonds 2,814,474 533,508 Unrealized foreign exchange gain (144,611 ) — Share of results from subsidiaries 3,573,964 2,118,945 Changes in operating assets and liabilities: Prepayments, deposits and other receivables (13,246 ) 44,617 Accruals and other payables 5,667,902 30,445 Net cash used in operating activities (2,950,716 ) (3,996,912 ) Cash flows from investing activities: (Increase) decrease in short-term investments (458 ) 1,178,864 Net cash (used in) provided by investing activities (458 ) 1,178,864 Cash flows from financing activities: Proceeds from borrowings 2,590,245 1,225,421 Repayment of borrowings (1,225,381 ) — Repayment of convertible bonds (10,500,000 ) — Amounts due from related parties 1,593,193 2,101,398 Amounts due to related parties 10,453,690 (1,415,827 ) Net cash provided by financing activities 2,911,747 1,910,992 Net decrease in cash and cash equivalents (39,427 ) (907,056 ) Effect of exchange rate changes on cash and cash equivalents (27,961 ) 3,466 Cash and cash equivalents at beginning of year 93,036 996,626 Cash and cash equivalents at end of year 25,648 93,036 SEAMLESS GROUP INC. SCHEDULE 1 Condensed Financial Information of the Company (Continued) Basis of presentation Condensed financial information is used for the presentation of the Company, or the parent company. The condensed financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investment in its subsidiaries. The parent company records its investment in its subsidiaries under the equity method of accounting as prescribed in ASC 323, Investments-Equity Method and Joint Ventures. Such investments are presented on the condensed balance sheets as “Investments in subsidiaries” and their respective results as “Share of results from subsidiaries” on the condensed statements of comprehensive income (loss). Equity method accounting ceases when the carrying amount of the investment, including any additional financial support, in subsidiaries, is reduced to zero unless the parent company has guaranteed obligations of the subsidiaries or is otherwise committed to provide further financial support. If the subsidiaries report net income, the parent company shall resume applying the equity method only after its share of that net income equals the share of net income (loss) not recognized during the period the equity method was suspended. The parent company’s condensed financial statements should be read in conjunction with the Company’s consolidated financial statements. Summarized financial information for the significant subsidiaries is as follows: SCHEDULE OF FINANCIAL INFORMATION FOR THE SIGNIFICANT SUBSIDIARIES December 31, 2021 2020 US$ US$ Current assets 108,129,821 105,491,998 Non-current assets 9,223,582 8,896,219 Current liabilities (89,952,880 ) (87,526,544 ) Non-current liabilities (1,320,025 ) (2,654,400 ) Revenue 61,128,972 64,198,410 Net (loss) income (137,004 ) 138,938 Summarized investment activity is as follows: SCHEDULE OF INVESTMENT ACTIVITY December 31, 2021 2020 US$ US$ Balance at the beginning of year 29,745,028 31,863,974 Allocated loss (3,573,964 ) (2,118,946 ) Balance at the end of year 26,171,064 29,745,028 Commitments The Company does not have significant commitments or long-term obligations as of the period end other than those presented. |
ACQUISITION OF DYNAMIC INDONESI
ACQUISITION OF DYNAMIC INDONESIA HOLDINGS LIMITED | 6 Months Ended |
Jun. 30, 2022 | |
Seamless Group Inc [Member] | |
ACQUISITION OF DYNAMIC INDONESIA HOLDINGS LIMITED | 7 Acquisition of Dynamic Indonesia Holdings Limited ACQUISITION OF DYNAMIC INDONESIA HOLDINGS LIMITED On June 2, 2022, Dynamic Indonesia Holdings Limited and its two shareholders, Dynamic Investment Holdings Limited and Noble Tack International Limited, entered into a Subscription Agreement (“Subscription”) whereby Dynamic Indonesia Holdings Limited will offer the shareholders to subscribe to 5,000 1,000 200,000 49% 51% The allocation of the purchase price as of the date of acquisition is summarized as follows: SCHEDULE OF PURCHASE PRICE OF ACQUISITION US$ Net assets acquired (i) (1,590,634 ) Goodwill (Note 3) 7,851,590 Non-controlling interests (3,931,441 ) Total 2,329,515 Total purchase price is comprised of: Cash consideration 200,000 Fair value of previously held equity interests 2,129,515 Total 2,329,515 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7 Acquisition of Dynamic Indonesia Holdings Limited (Continued) (i) Net assets acquired primarily included accounts receivables and other receivables of approximately US$ 0.6 0.2 0.1 1.6 4.1 On June 2, 2022, in conjunction with the share purchase described above, the Company granted a put option to Noble Tack International Limited. The put option grants the holder the right to convert its equity interest in and loan to Dynamic Indonesia Holdings Limited into equity of the Company as defined in the agreement. The option is valid for two years. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Basis of presentation and principles of consolidation | 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. | 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 | 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 | 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 FINANCIAL STATEMENTS | ||
Use of estimates | 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. | 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 | 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 September 30, 2022 and December 31, 2021. | 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 December 31, 2021. | ||
Cash Held in Trust Account | Cash Held in Trust Account As of December 31, 2021, the Company had $ 203,000,706 | |||
Offering Costs associated with the Initial Public Offering | 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 Expenses of Offering 582,540 268,617 8,499,949 | 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 Expenses of Offering 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 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 | 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 204,211,529 are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company’s redeemable ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to value immediately as they occur. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). 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 at December 31, 2021 $ 202,998,782 Accretion of carrying value to initial redemption value 1,212,747 Class A ordinary shares subject to possible redemption at September 30, 2022 $ 204,211,529 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS | 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 202,998,782 As of December 31, 2021, 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 | 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 Common Stock, 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. | 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 Common Stock, 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 tax | 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 September 30, 2022 and December 31, 2021, and for the three months ended September 30, 2022, and for the period from March 8, 2021 (inception), through September 30, 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 | 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, and for the period from March 8, 2021 (inception), through December 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 FINANCIAL STATEMENTS | ||
Earnings per share | 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 September 30, 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 Class A Class B For the three months ended September 30, 2022 For the nine months ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (156,519 ) $ (45,650 ) $ (1,276,064 ) $ (372,171 ) Denominator: Basic and diluted weighted average common shares 19,999,880 5,833,083 19,999,880 5,833,083 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.06 ) $ (0.06 ) | 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 December 31, 2021, 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 period from March 8, 2021 (inception) to Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (62,717 ) $ (118,978 ) Denominator: Basic and diluted weighted average common shares 2,550,320 4,838,142 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) | ||
Concentrations of credit risk | 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 September 30, 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. | 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 | ||
Fair value of financial instruments | 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. | 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. | ||
Recent accounting pronouncements | 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 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. | 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 is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. | ||
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of September 30, 2022, and December 31, 2021, the Company had $ 204,211,529 and $ 203,000,706 in cash and marketable securities held in the Trust Account. | |||
Seamless Group Inc [Member] | ||||
Basis of presentation and principles of consolidation | (a) Basis of presentation and principles of consolidation The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of June 30, 2022 and the results of operations for the six months ended June 30, 2022 and 2021. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the consolidated financial statements not misleading have been included. The preparation of the unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes; actual results could materially differ from those estimates. The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly do not include all of the disclosures normally made in the Company’s annual financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2021. | (a) Basis of presentation and principles of consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Seamless Group Inc. and its majority-owned subsidiaries. Non-controlling interest is recorded in the consolidated financial statements to recognize the minority ownership interest in the consolidated subsidiaries. Non-controlling interest in the profits and losses represent the share of net income or loss allocated to the minority interest holders of the consolidated subsidiaries. All intercompany transactions and balances have been eliminated in these consolidated financial statements. | ||
Use of estimates | (c) Use of estimates The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, impairment of investments in subsidiaries and equity investee, valuation of convertible bonds and income tax. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the economic implications of the COVID-19 pandemic, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. | (c) Use of estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, impairment of investments in subsidiaries and equity investee, valuation of convertible bonds and income tax. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the economic implications of the COVID-19 pandemic, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) | ||
Cash and cash equivalents | (e) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use and with original maturities of three months or less when purchased. | |||
Income tax | (y) Income tax Income taxes are recorded in accordance with ASC 740, Income Taxes, which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or its tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized in the foreseeable future. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The accounting guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. Interest and penalties from tax assessments, if any, are included in income taxes in the statements of operations and comprehensive loss. The Company believes it does not have any uncertain tax positions through the years ended December 31, 2021 and 2020, respectively, which would have a material impact on the Company’s consolidated financial statements. | |||
Earnings per share | (z) Earnings per share Basic earnings per share is calculated by dividing the net income or loss by the weighted average number of common shares outstanding for the period, without consideration of potentially dilutive securities. Diluted net earnings per share is calculated by dividing the net income or loss by the weighted average number of common shares and potentially dilutive securities outstanding for the period. If there is a loss, potentially dilutive securities are not considered, as they would be anti-dilutive. | |||
Concentrations of credit risk | (dd) Concentrations of credit risk The Company is potentially subject to significant concentration of credit risk arising primarily from cash and cash equivalents, short-term investments, restricted cash, escrow money receivable, deposits, other receivables and amounts due from related parties. As of December 31, 2021, a majority of the Company’s cash and cash equivalents and short-term investments were held at reputable financial institutions with high-credit ratings. In the event of bankruptcy of one of these financial institutions, the Company may not be able to claim its cash and demand deposits back in full, as these deposits are not insured. The Company continues to monitor the financial strength of the financial institutions. The Company’s major concentration of credit risk relates to the amounts owing by four customers (2020: four customers) which constituted approximately 64 68 The Company has not experienced any losses on its cash and cash equivalents, short-term investments, deposits, other receivables and amounts due from related parties during the year ended December 31, 2021 and 2020 and believes its credit risk to be minimal. The Company does not require collateral or other security to support instruments subject to credit risk. | |||
Fair value of financial instruments | (s) Fair value of financial instruments ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1 — Observable inputs such as quoted prices in active markets. Level 2 — Inputs other than the quoted prices in active markets that are observable either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that are not active. Level 3 — Unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions. As of December 31, 2021 and 2020, the Company did not have any financial instruments that are measured at fair value. The carrying amounts of cash and cash equivalents, short-term investments, restricted cash, accounts receivable, escrow money receivable, deposit and other receivables, amounts due from/to related parties, and accruals, bank overdraft, escrow money payable, accounts payable, accruals and other payables approximate their fair values due to the short-term nature of these instruments. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) | |||
Recent accounting pronouncements | (ee) Recent accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The adoption did not have material impact on the Company’s consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020-01”) to clarify the interaction in accounting for equity securities under Topic 321, investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU 2020-01 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020. The Company applied the new standard beginning January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. Further, ASU 2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance, i.e., aligning the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares, adding information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed. This update will be effective for the Group’s fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. It is expected that the adoption will not have material impact on the Company’s consolidated financial statements. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of Significant Accounting Policies (Continued) (ee) Recent accounting pronouncements (Continued) In October 2020, the FASB issued ASU 2020-10, Codification Improvements. This ASU affects a wide variety of Topics in the Codification. They apply to all reporting entities within the scope of the affected accounting guidance. More specifically, this ASU, among other things, contains amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50) of each ASC. The amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early application of the amendments is permitted for and varies based on the entity. The amendments should be applied retrospectively and at the beginning of the period that includes the adoption date. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In March 2021, the FASB issued ASU. 2021-03, Intangibles—Goodwill and Other (Topic 350): Accounting Alternative for Evaluating Triggering Events. The amendments in this Update provide private companies and not-for-profit entities with an accounting alternative to perform the goodwill impairment triggering event evaluation as required in Subtopic 350-20 as of the end of the reporting period, whether the reporting period is an interim or annual period. An entity that elects this alternative is not required to monitor for goodwill impairment triggering events during the reporting period but, instead, should evaluate the facts and circumstances as of the end of each reporting period to determine whether a triggering event exists and, if so, whether it is more likely than not that goodwill is impaired. An entity that does not elect the accounting alternative for amortizing goodwill and that performs its annual impairment test as of a date other than the annual reporting date should perform a triggering event evaluation only as of the end of the reporting period. The amendments in this Update are effective on a prospective basis for fiscal years beginning after December 15, 2019. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance as of March 30, 2021. An entity should not retroactively adopt the amendments in this Update for interim financial statements already issued in the year of adoption. The Company is currently evaluating the impact of this guidance on its financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers to improve the accounting for acquired revenue contracts with customers in a business combination. ASU 2021-08 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022. This ASU is not expected to have a material effect on the Company’s consolidated financial statements. Other new pronouncements issued but not effective until after December 31, 2021 are not expected to have a material impact on the Company’s financial position, results of operations or liquidity. | |||
Going concern | (b) Going concern The Company had a working capital deficit of US$ 27.6 9.9 21.5 8.1 1.8 200 These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of operations as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months from the date the financial statements are available for issuance. | (b) Going concern The Company had a working capital deficit of US$ 21.5 million and net liabilities of US$ 8.1 million as of December 31, 2021 (2020: working capital deficit of US$ 34.8 million, net liabilities of US$ 2.7 million). The Company has experienced unprofitable financial results due to a significant loss incurred in two of its subsidiaries. The Company is in negotiations to merge with INFINT, which is expected to be completed within the next few months. Seamless will divest two of its subsidiaries prior to the closing of the merger, namely TNG Asia and GEA. These two subsidiaries both recorded an operating loss in 2020 and 2021. On the other hand, the remaining two subsidiaries after divestiture are Tranglo and WalletKu. Tranglo has been profitable in 2020 and 2021, with net profit of US$ 4.8 5 1.1 0.8 190 These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of operations as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months from the date the financial statements are available for issuance. | ||
Foreign currency | (d) Foreign currency Foreign subsidiaries have designated the local currency of their respective countries as their functional currency. Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in the consolidated statements of operations and comprehensive loss. Non-monetary items are not subsequently re-measured. The Company uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position, respectively, from the functional currency into the US$. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity. | |||
Short-term investments | (f) Short-term investments Short-term investments include fixed deposits with original maturities of greater than three months but less than one year. | |||
Restricted cash | (g) Restricted cash Restricted cash includes the balance in the Company’s e-wallet mobile application held by the Company on behalf of the individual e-wallet users. It is the Company’s policy to maintain approximately 110% of the amount deposited in case of immediate cash withdrawal by e-wallet users. It also includes fixed deposits pledged to the banks as security for banking facilities granted to the Company. | |||
Accounts receivable | (h) Accounts receivable Accounts receivable represents the amounts that the Company has an unconditional right to receive. In January 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, Accounting Standards Codification (“ASC”) 326) issued by the Financial Accounting Standards Board (“FASB”). ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful accounts, which replaces the previous incurred loss impairment model. To measure the expected credit losses, accounts receivable has been grouped based on shared credit risk characteristics and the days past due. For certain large customers or customers with a high risk of default, the Company assesses the risk of loss of each customer individually based on their financial information, past trends of payments and, where applicable, an external credit rating. Also, the Company considers any accounts receivable having financial difficulty or in default with significant balances outstanding for more than 60 days to be credit-impaired, and assesses the risk of loss for each of these accounts individually. The expected loss rates are based on the payment profiles of sales over a period of 12 months from the measurement date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle their debts. The Company has recorded credit loss of nil and US$ 175,676 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) | |||
Escrow money receivable | (i) Escrow money receivable Escrow money receivable arises due to the time required to initiate collection from and clear transactions through external merchants. Escrow money receivable represents the money collected by merchants when e-wallet users fund mobile payments through the Company’s e-wallet mobile application, and there is a clearing period before the cash is received or settled, usually up to five business days. Escrow money receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognized at fair value. The Company holds the escrow money receivables with the object to collect the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method. | |||
Investments in equity investees | (j) Investments in equity investees The Company applies the equity method of accounting in accordance with ASC 323, Investments-Equity Method and Joint Ventures when the Company has significant influence over the investee. The reporting dates and accounting policies of the equity investee are the same as the Company. The investment in the equity investee is stated at cost, including the share of the equity investee’s net gain or loss, less any impairment. The Company recognizes its share of the net income (loss) of the equity investee in its consolidated statement of operations and comprehensive loss. Persistent losses and other factors may indicate that a decrease in the value of the investment has occurred, and that when such a decline is determined to be other-than-temporary, the Company recognizes a loss to the extent of the decline in value. | |||
Investment in an equity security | (k) Investment in an equity security The Company elected to record the equity investment in a privately held company using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer. It is subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of the equity security. | |||
Equipment and software, net | (l) Equipment and software, net Equipment and software, net is stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditures that are directly attributable to the acquisitions of the fixed assets. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to the consolidated statements of operations and comprehensive loss during the year in which they are incurred. Depreciation of equipment and software is calculated using the straight-line method with no residual values over their estimated useful lives, as follows: SCHEDULE OF DEPRECIATION OF EQUIPMENT AND SOFTWARE STRAIGHT LINE METHOD Office equipment 10 % Furniture and fittings 10 % Renovation 10 % Signboard 10 % Computer peripherals 33 % Electrical installation 10 % Mobile phone 33 % Motor vehicle 20 % Air conditioners 10 % Store equipment 20 % The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (l) Equipment and software, net (Continued) An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals of equipment and software are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statements of operations and comprehensive loss. | |||
Intangible assets, net | (m) Intangible assets, net Intangible assets primarily consist of acquired computer software, developed technologies and trade names and trademarks. These intangible assets are amortized over a period of 5 7 10 | |||
Goodwill | (n) Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in a business combination. The Company performs goodwill impairment test on annual basis and more frequently upon the occurrence of certain events as defined by ASC 350. Goodwill is impaired when the carrying value of the reporting units exceeds its fair value. The Company first assesses qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed. The Company estimates the fair value of the reporting unit using a discounted cash flow approach. Significant management judgment and estimation are involved in forecasting the amount and timing of expected future cash flows and the underlying assumptions used in the discounted cash flow approach to determine the fair value of the reporting unit. As the fair value of the reporting unit is not less than carrying amount, no | |||
Impairment of long-lived assets other than goodwill | (o) Impairment of long-lived assets other than goodwill Long-lived assets such as equipment and software with finite lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment of the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. The Company did no | |||
Escrow Money Payable | (p) Escrow Money Payable Escrow money payable arises due to the time required to initiate collection from and clear transactions through external merchants. Escrow money payable represents the money paid by merchants when e-wallet users execute mobile payment through the Company’s e-wallet mobile application, and there is a clearing period before the cash is received or settled, usually up to five business days. | |||
Client money payable | (q) Client money payable Client money payable relates to the Company’s e-wallet mobile application and is represented by the amounts due to e-wallet users held by the Company. Client money is maintained in the e-wallet until a transfer or withdrawal is requested by the e-wallet users. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) | |||
Convertible bond | (r) Convertible bond The Company accounts for debt instruments with convertible features in accordance with the details and substance of the instruments at the time of their issuance. For convertible debt instruments issued at a substantial premium to equivalent instruments without conversion features, or those that may be settled in cash upon conversion, it is presumed that the premium or cash conversion option represents an equity component. Accordingly, the Company determines the carrying amounts of the liability and equity components of such convertible debt instruments by first determining the carrying amount of the liability component by measuring the fair value of a similar liability that does not have an equity component. The carrying amount of the equity component representing the embedded conversion option is then determined by deducting the fair value of the liability component from the total proceeds from the issue. The resulting equity component is recorded, with a corresponding offset to debt discount which is subsequently amortized to interest cost using the effective interest method over the period the debt is expected to be outstanding as an additional non-cash interest expense. Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components. For conventional convertible bonds which do not have a cash conversion option or where no substantial premium is received on issuance, it may not be appropriate to split the bond into the liability and equity components. A conversion of the bonds at more favorable terms than the original bond is treated as an inducement and the Company recognizes a debt conversion expense equal to the fair value of all securities and other consideration transferred in the transaction in excess of the fair value of securities or consideration issuable pursuant to the original conversion terms. | |||
Revenue recognition | (t) Revenue recognition The Company complies with ASC 606, Revenue from Contracts with Customers. Revenue from contracts with customers is measured based on the consideration specified in a contract with a customer in exchange for transferring goods or services to a customer net of sales and service tax, returns, rebates and discounts. The Company recognizes revenue when (or as) it transfers control over a product or service to its customer. An asset is transferred when (or as) the customer obtains control of the asset. Depending on the substance of the contract, revenue is recognized when the performance obligation is satisfied, which may be at a point in time or over time. Remittance services revenue Revenue from contracts with customers on service charges and gain/loss on foreign exchange arising from remittance activities are recognized upon the processing and execution of the international money transfer transactions. Sales WalletKu Modern Channel Revenue from the sale of goods is recognized at the point in time when the Company satisfies its performance obligation, which is upon delivery of the goods to customer. The credit terms are typically 3-7 days. Sales of airtime Revenue from airtime sold is recognized when the relevant international airtime transfer or reload request is processed and executed. Other services Revenue from contracts with customers on other services is recognized as and when services are rendered. | |||
Cost of revenue | (u) Cost of revenue Costs of revenues consist primarily of agency handling fees, top-up service fees paid to convenience stores, handling charges to banks and credit card providers, amortization of the intangible assets, cost of digital - pulses, data packages, game vouchers, bill payment, SIM Cards (starter pack) and airtime balance. | |||
Advertising and Promotion Costs | (v) Advertising and Promotion Costs Advertising and promotion costs are expensed when incurred and are included in general and administrative expenses. The total amount of advertising and promotion costs recognized were US$ 543,793 100,643 | |||
Leases | (w) Leases According to ASC 842, Leases, lessees are required to record a right-of-use asset and lease liabilities for operating leases. At the lease commencement date, a lessee should measure and record the lease liability equal to the present value of scheduled lease payments discounted using the rate implicit in the lease or the lessee’s incremental borrowing rate, and the right-of-use asset is calculated on the basis of the initial measurement of the lease liability, plus any lease payments at or before the commencement date and direct costs, minus any incentives received. Over the lease term, a lessee must amortize the right-of-use asset and record interest expense on the lease liability. The recognition and classification of lease expenses depend on the classification of the lease as either operating or finance. The Company has elected the practical expedient of the short-term lease exemption for contracts with lease terms of 12 months or less. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) | |||
Employee benefit expenses | (x) Employee benefit expenses The Company’s costs related to the staff retirement plans (see Note 15) are charged to the consolidated statements of operations and comprehensive loss as incurred. | |||
Segments | (aa) Segments As the chief operating decision-maker (“CODM”) of the Company, the Chief Executive Officer reviews the financial results when making decisions about allocating resources and assessing the performance of the Company. The CODM determines the Company’s operating segments by identifying business activities that are ongoing economic and operating activities that create value, and from which the Company recognizes revenues and expenses. As such, the CODM has identified remittance and airtime as the Company’s two reportable segments, as these represent the Company’s major revenue streams. Services that do not belong to either of the segments are classified as other services. See Note 17 for further details. | |||
Share capital | (bb) Share capital The Company has only one class of common shares authorized, issued and outstanding. | |||
Related parties | (cc) Related parties Entities are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of Significant Accounting Policies (Continued) |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Tables) | 6 Months Ended | 10 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
SCHEDULE OF PRINCIPAL SUBSIDIARIES | SCHEDULE OF PRINCIPAL SUBSIDIARIES | ||
Seamless Group Inc [Member] | |||
SCHEDULE OF PRINCIPAL SUBSIDIARIES | SCHEDULE OF PRINCIPAL SUBSIDIARIES Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly Dynamic Investment Holdings Limited Cayman Islands Investment holding 100% — Dynamic (Asia) Group Inc. British Virgin Islands Investment holding 100% — TNG (Asia) Limited Hong Kong Provision of mobile electronic wallet 100% — Tranglo Sdn. Bhd. Malaysia Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services 60% — 未來網絡科技投資股份有限公司 Taiwan Investment holding 100% — GEA Holdings Limited Cayman Islands Investment holding — 100% GEA Limited Hong Kong Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants — 100% GEA Pte Ltd. Singapore Transaction and payment processing services — 100% Bagus Fintech Pte. Ltd. Singapore Providing business center services — 100% Dynamic (Asia) Holdings Limited Cayman Islands Investment holding — 100% Dynamic FinTech Group (HK) Limited Hong Kong Provision of corporate government consultancy, management and advisory services — 100% Tranglo Holdings Limited Cayman Islands Investment holding — 100% The WSF Group Holdings Limited British Virgin Islands Investment holding — 100% The Wall Street Factory Limited Hong Kong Providing business center services — 100% Bagus Financial Services Limited Hong Kong Provision of services and PR function events — 100% SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1 Organization and business (Continued) Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly PT. Tranglo Indonesia Indonesia To establish, develop and operate a money remittance business — 60% PT. Tranglo Solusindo Indonesia Providing and sourcing airtime and other related services — 60% Tranglo MEA Limited Hong Kong Providing and sourcing airtime and other related services — 60% Tranglo Europe Limited United Kingdom To establish, develop and operate a money remittance business — 60% Tranglo Pte. Ltd. Singapore To establish, develop and operate a money remittance business — 60% Tik FX Malaysia Sdn. Bhd. Malaysia Dormant — 60% Treatsup Sdn. Bhd. Malaysia Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application — 60% Dynamic Indonesia Holdings Limited Cayman Islands Investment holding — 51% Dynamic Indonesia Pte. Ltd. Singapore Retail sales via the internet and development of other software and programming activities — 41% PT TNG Wallet Indonesia Indonesia Business operations have not commenced — 41% PT WalletKu Indompet Indonesia Indonesia (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher — 41% | SCHEDULE OF PRINCIPAL SUBSIDIARIES Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly Dynamic Investment Holdings Limited Cayman Islands Investment holding 100 % — Dynamic (Asia) Group Inc. British Virgin Islands Investment holding 100 % — TNG (Asia) Limited Hong Kong Provision of mobile electronic wallet 100 % — Tranglo Sdn. Bhd. Malaysia Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services 60 % — 未來網絡科技投資股份有限公司 Taiwan Investment holding 100 % — GEA Holdings Limited Cayman Islands Investment holding — 100 % GEA Limited Hong Kong Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants — 100 % GEA Pte Ltd. Singapore Transaction and payment processing services — 100 % Bagus Fintech Pte. Ltd. Singapore Providing business center services — 100 % Dynamic (Asia) Holdings Limited Cayman Islands Investment holding — 100 % Dynamic FinTech Group (HK) Limited Hong Kong Provision of corporate government consultancy, management and advisory services — 100 % Tranglo Holdings Limited Cayman Islands Investment holding — 100 % The WSF Group Holdings Limited British Virgin Islands Investment holding — 100 % The Wall Street Factory Limited Hong Kong Providing business center services — 100 % Bagus Financial Services Limited Hong Kong Provision of services and PR function events — 100 % SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 Organization and business (Continued) Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly PT. Tranglo Indonesia Indonesia To establish, develop and operate a money remittance business — 60 % PT. Tranglo Solusindo Indonesia Providing and sourcing airtime and other related services — 60 % Tranglo MEA Limited Hong Kong Providing and sourcing airtime and other related services — 60 % Tranglo Europe Limited United Kingdom To establish, develop and operate a money remittance business — 60 % Tranglo Pte. Ltd. Singapore To establish, develop and operate a money remittance business — 60 % Tik FX Malaysia Sdn. Bhd. Malaysia Dormant — 60 % Treatsup Sdn. Bhd. Malaysia Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application — 60 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
SCHEDULE OF RECONCILIATION OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 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 at December 31, 2021 $ 202,998,782 Accretion of carrying value to initial redemption value 1,212,747 Class A ordinary shares subject to possible redemption at September 30, 2022 $ 204,211,529 | As of December 31, 2021, 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 | |
SCHEDULE OF BASIC AND DILUTED NET LOSS PER ORDINARY SHARE | 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 Class A Class B For the three months ended September 30, 2022 For the nine months ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (156,519 ) $ (45,650 ) $ (1,276,064 ) $ (372,171 ) Denominator: Basic and diluted weighted average common shares 19,999,880 5,833,083 19,999,880 5,833,083 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.06 ) $ (0.06 ) | 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 period from March 8, 2021 (inception) to Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (62,717 ) $ (118,978 ) Denominator: Basic and diluted weighted average common shares 2,550,320 4,838,142 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) | |
Seamless Group Inc [Member] | |||
SCHEDULE OF DEPRECIATION OF EQUIPMENT AND SOFTWARE STRAIGHT LINE METHOD | Depreciation of equipment and software is calculated using the straight-line method with no residual values over their estimated useful lives, as follows: SCHEDULE OF DEPRECIATION OF EQUIPMENT AND SOFTWARE STRAIGHT LINE METHOD Office equipment 10 % Furniture and fittings 10 % Renovation 10 % Signboard 10 % Computer peripherals 33 % Electrical installation 10 % Mobile phone 33 % Motor vehicle 20 % Air conditioners 10 % Store equipment 20 % |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) - Seamless Group Inc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF ACCOUNTS RECEIVABLE NET | SCHEDULE OF ACCOUNTS RECEIVABLE NET 2021 2020 December 31, 2021 2020 US$ US$ Accounts receivable 2,880,915 4,379,814 Allowance for credit losses — (175,676 ) Accounts receivable, net 2,880,915 4,204,138 |
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS | The movements in allowance for credit losses are as follows: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS 2021 2020 December 31, 2021 2020 US$ US$ Balance at the beginning of year 175,676 16,818 Additions — 175,676 Deconsolidation of a subsidiary (175,676 ) — Written off — (16,818 ) Balance at the end of year — 175,676 |
PREPAYMENTS, RECEIVABLES AND _2
PREPAYMENTS, RECEIVABLES AND OTHER ASSETS (Tables) - Seamless Group Inc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS | SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS 2021 2020 December 31, 2021 2020 US$ US$ Contract asset 4,181,989 — Other receivables 38,383 89,314 Prefunding to remittances partner 12,363,982 12,896,134 Deposits 3,086,382 3,096,823 Goods and services tax/ Value-added tax recoverable 18,049 30,330 Prepayments 332,866 251,190 Airtime stock 1,252,740 1,613,552 Inventories — 58,386 Current tax recoverable 596,059 572 Others 902,829 994,559 Total 22,773,279 19,030,860 |
SCHEDULE OF CONTRACT ASSETS | Movement of contract assets are as follows: SCHEDULE OF CONTRACT ASSETS December 31, 2021 2020 US$ US$ As at January 1 — — Rights of consideration for service rendered but not billed 4,189,989 — As at December 31 4,189,989 — SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
INVESTMENT IN AN EQUITY SECUR_2
INVESTMENT IN AN EQUITY SECURITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
SCHEDULE OF INVESTMENT IN AN EQUITY SECURITY | Investment in an equity security as of December 31, 2021 and 2020 consisted of the following: SCHEDULE OF INVESTMENT IN AN EQUITY SECURITY December 31, 2021 2020 US$ US$ K Hub 0.54 % 100,000 100,000 |
EQUIPMENT AND SOFTWARE, NET (Ta
EQUIPMENT AND SOFTWARE, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
SCHEDULE OF EQUIPMENT AND SOFTWARE NET | Equipment and software, net as of December 31, 2021 and 2020 consisted of the following: SCHEDULE OF EQUIPMENT AND SOFTWARE NET 2021 2020 December 31, 2021 2020 US$ US$ Office equipment 202,046 294,889 Furniture and fittings 245,719 246,796 Renovation 1,511,974 1,675,670 Signboard 2,195 2,195 Computer peripherals 2,749,180 2,364,832 Electrical installation 37,848 37,848 Mobile phone 9,029 9,044 Motor vehicle 84,179 84,179 Air conditioners 4,809 4,809 Store equipment — 79,155 Total 4,846,979 4,799,417 Less: accumulated depreciation (3,511,887 ) (2,540,984 ) Equipment and software, net 1,335,092 2,258,433 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) - Seamless Group Inc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF INTANGIBLE ASSETS NET | Intangible assets, net as of December 31, 2021 and 2020 consisted of the following: SCHEDULE OF INTANGIBLE ASSETS NET 2021 2020 December 31, 2021 2020 US$ US$ Software 20,547,957 16,931,836 Developed technologies 5,853,354 5,853,354 Trade names and trademarks 7,043,640 7,043,640 Total 33,444,951 29,828,830 Less: accumulated amortization (20,061,254 ) (15,214,893 ) Intangible assets, net 13,383,697 14,613,937 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSES | As of December 31, 2021, the estimated future amortization expense for each of the next five years and thereafter was as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES Amortization US$ For the year ending December 31, 2022 3,533,703 2023 3,002,348 2024 2,438,936 2025 2,270,533 2026 1,833,176 Thereafter 305,001 Total 13,383,697 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Seamless Group Inc [Member] | ||
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL Goodwill US$ Balance as of January 1, 2021 19,618,594 Goodwill upon disposal (389,066 ) Balance as of December 31, 2021 19,229,528 Goodwill upon acquisition (Note 7) 7,851,590 Balance as of June 30, 2022 27,081,118 | Changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 were as follows: SCHEDULE OF GOODWILL Goodwill US$ Balance as of January 1, 2020, December 31, 2020 and January 1, 2021 19,618,594 Goodwill upon disposal (389,066 ) Goodwill upon acquisition (Note 7) Balance as of December 31, 2021 19,229,528 |
LEASES (Tables)
LEASES (Tables) - Seamless Group Inc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF RIGHT OF USE ASSETS AND LEASE LIABILITIES | Right-of-use assets and lease liabilities, as of December 31, 2021 and 2020, are as follows: SCHEDULE OF RIGHT OF USE ASSETS AND LEASE LIABILITIES Line Items 2021 2020 Financial Statement December 31, Line Items 2021 2020 US$ US$ Right-of-use assets: Operating lease Right-of-use assets 116,777 255,041 Finance lease Equipment and software, net 64,991 104,024 Total right-of-use assets 181,768 359,065 Lease liabilities: Current liabilities Operating lease Current portion of lease liabilities 117,203 72,278 Finance lease Accounts payable, accruals and other payables 38,437 36,993 Total current operating lease liabilities 155,640 109,271 Non-current liabilities Finance lease Other payables 23,758 64,414 Total non- current operating liabilities 179,398 173,685 |
SCHEDULE OF LEASE COSTS | The components of lease costs are as follows: SCHEDULE OF LEASE COSTS 2021 2020 Years ended December 31, 2021 2020 US$ US$ Operating lease costs 1,292,634 835,042 Short-term lease costs 72,931 221,162 Finance lease costs: Depreciation 35,651 58,402 Interest on finance lease liabilities 5,801 8,913 Total lease costs 1,407,017 1,123,519 |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | Other information related to leases is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES December 31, 2021 US$ Weighted Average Remaining Lease Term Operating lease 10.7 Finance lease 21.8 Weighted Average Discount Rate Operating lease 8.05 % Finance lease 7.30 % |
SCHEDULE OF CASHFLOWS RELATED TO LEASES | Cash flows related to leases are as follows: SCHEDULE OF CASHFLOWS RELATED TO LEASES 2021 2020 Years ended December 31, 2021 2020 US$ US$ Cash flows from operating activities: Payments for operating lease liabilities 176,408 445,411 Cash flows from financing activities: Principal payments on finance lease obligation 35,434 33,511 Supplemental Cash Flow Data: Right-of-use assets obtained in exchange for new operating lease obligations 240,569 405,573 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON CANCELABLE OPERATING LEASES | Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON CANCELABLE OPERATING LEASES Operating lease Finance lease Total US$ US$ US$ For the year ending December 31, 2022 121,581 41,479 163,060 2023 — 24,196 24,196 Lease liabilities (Gross) 121,581 65,675 187,256 Less: imputed interest (4,378 ) (3,480 ) (7,858 ) Total lease liabilities 117,203 62,195 179,398 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
BORROWINGS (Tables)
BORROWINGS (Tables) - Seamless Group Inc [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
SCHEDULE OF BORROWINGS | SCHEDULE OF BORROWINGS US$ US$ June 30, 2022 December 31, 2021 US$ US$ Short-term borrowings (i) 4,927,019 3,799,427 Long-term borrowings (ii) 3,383,402 2,449,318 Less: current maturities (371,596 ) (344,975 ) Non-current maturities 3,011,806 2,104,343 (i) As of June 30, 2022, the Company obtained several loans from individuals amounted to US$ 2.1 0.6 10.0 15.9 (ii) As of June 30, 2022, the Company had a loan of US$ 2.05 | SCHEDULE OF BORROWINGS 2021 2020 December 31, 2021 2020 US$ US$ Short-term borrowings (i) 3,799,427 3,417,996 Long-term borrowings (ii) 2,449,318 2,773,118 Less: current maturities (344,975 ) (237,992 ) Non-current maturities 2,104,343 2,535,126 (i) As of December 31, 2021 and 2020, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from 15.0 17.0 16.2 17.0 15.9 16.7 (ii) As of December 31, 2021 and 2020, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 2.5 24.0 18.0 21.3 As of December 31, 2021, the Company obtained loans from two members of management of the Company. A loan of HK$ 4.7 0.6 12 2.5 0.3 12 |
SCHEDULE OF LONG TERM BORROWINGS | As of June 30, 2022, the long-term borrowings will be due according to the following schedule: SCHEDULE OF LONG TERM BORROWINGS Principal amounts US$ For the year ending December 31, 2022 177,796 2023 343,217 2024 366,739 2025 2,495,650 Total 3,383,402 | As of December 31, 2021, the long-term borrowings will be due according to the following schedule: SCHEDULE OF LONG TERM BORROWINGS Principal amounts US$ For the year ending December 31, 2022 344,975 2023 1,268,584 2024 368,995 2025 466,764 Total 2,449,318 The carrying values of short-term borrowings approximate their fair values due to their short-term maturities. The Company’s long-term borrowing are subject to both fixed and floating interest rates. The carrying values of each type of these borrowings approximate their fair values as the interest rates reflect the rates offered to other entities with similar characteristics to Seamless. The borrowings fall into level 2 of the fair value hierarchy. |
ACCOUNTS PAYABLE, ACCRUALS AN_2
ACCOUNTS PAYABLE, ACCRUALS AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
SCHEDULE OF ACCOUNTS PAYABLE AND OTHER PAYABLES | Accounts payable, accruals and other payables consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND OTHER PAYABLES 2021 2020 December 31, 2021 2020 US$ US$ Accounts payable 10,848 7,353 Accruals 11,964,341 4,803,814 Prefunding from remittance customers 45,522,545 47,290,380 Incentives received for credit card program 700,521 704,682 Prefunding from airtime customers 936,740 926,791 Current portion of finance lease liabilities 38,437 36,993 Cash received for the subscription of Convertible Promissory Note 1,058,072 1,064,357 Accrued interest 468,076 320,037 Tax payable 16,367 324,683 Other payables 684,023 678,668 Total 61,399,970 56,157,758 |
CONVERTIBLE BONDS (Tables)
CONVERTIBLE BONDS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
SCHEDULE OF CONVERTIBLE BONDS | SCHEDULE OF CONVERTIBLE BONDS 2021 2020 December 31, 2021 2020 US$ US$ Convertible Bond A — 22,500,000 Convertible Bond B 20,000,000 — Convertible Bond C 1,000,000 — Convertible Bond D — 3,500,000 Total principal 21,000,000 26,000,000 Less: unamortized debt discount (4,246,810 ) (377,901 ) Net carrying amount 16,753,190 25,622,099 Less: maturing within one year (7,561,050 ) (25,622,099 ) Convertible bonds 9,192,140 — |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Seamless Group Inc [Member] | |
SCHEDULE OF REVENUE | SCHEDULE OF REVENUE 2021 2020 Years end December 31, 2021 2020 US$ US$ Remittance services 30,196,550 29,245,132 Sales of Airtime 24,538,576 22,054,903 Other services 2,766,245 10,264,804 Revenue 57,501,370 61,564,838 |
DEFINED CONTRIBUTION PLANS (Tab
DEFINED CONTRIBUTION PLANS (Tables) - Seamless Group Inc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF POST-EMPLOYMENT BENEFITS | The Company also provides post-employment benefits for its qualifying employees in Indonesia. Amounts recognized in the consolidated balance sheets in respect of these post-employment benefits are as follows: SCHEDULE OF POST-EMPLOYMENT BENEFITS 2021 2020 December 31, 2021 2020 US$ US$ Post-employment benefit obligation — 56,081 |
SCHEDULE OF CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | Amounts recognized in the consolidated statements of operations and comprehensive loss in respect of these post-employment benefits are as follows: SCHEDULE OF CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 2021 2020 Years ended December 31, 2021 2020 US$ US$ Current service cost — 33,387 Loss on settlement — 12,145 Interest expense — 2,026 Past service cost — — Total post-employment benefit expenses — 47,558 Actuarial gain in other comprehensive income — (14,009 ) Total expenses — 33,549 |
SCHEDULE OF RECOGNIZED IN CONSOLIDATED BALANCE SHEETS | Movement in the net liability recognized in the consolidated balance sheets are as follows: SCHEDULE OF RECOGNIZED IN CONSOLIDATED BALANCE SHEETS 2021 2020 December 31, 2021 2020 US$ US$ Beginning balance 56,081 34,817 Post-employment benefits expense — 47,558 Benefit payment — (12,285 ) Actuarial gain — (14,009 ) Deconsolidation of a subsidiary (56,081 ) — Ending balance — 56,081 |
SCHEDULE OF DEFINED BENEFIT PLAN, ASSUMPTIONS | The major assumptions used by the independent actuary as at December 31, 2020 were as follows: SCHEDULE OF DEFINED BENEFIT PLAN, ASSUMPTIONS 2020 Discount rate 7.25 Salary increment rate 8.5 Mortality rate 100 Resignation rate 5% per annum up to age 25, decreasing linearly to 0% per annum at age 55 Normal pension 55 years old |
SCHEDULE OF EFFECT OF ONE-PERCENTAGE-POINT CHANGE IN ASSUMED | The following table demonstrates sensitivity to a reasonably possible changes of one point percentage in market interest rates, with all other variables held constant, for present value of benefits obligation and current service cost as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020: SCHEDULE OF EFFECT OF ONE-PERCENTAGE-POINT CHANGE IN ASSUMED 2021 2020 December 31, 2021 2020 US$ US$ Discount rate +1% or -1% a. Present value of defined benefit obligation (“PVDBO”) rate +1% — (7,864 ) b. PVDBO rate -1% — 9,655 Salary increase rate +1% or -1% a. PVDBO rate +1% — 9,735 b. PVDBO rate -1% — (8,066 ) |
INCOME TAX (Tables)
INCOME TAX (Tables) - Seamless Group Inc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF INCOME BEFORE INCOME TAX | The Company’s loss before income tax consists of: SCHEDULE OF INCOME BEFORE INCOME TAX 2021 2020 Years ended December 31, 2021 2020 US$ US$ Malaysia 4,235,091 4,802,216 Indonesia 561,712 (1,279,023 ) Hong Kong (17,250,286 ) (7,591,181 ) Others 321,886 494,444 Loss before income tax (12,131,597 ) (3,573,544 ) |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE | Income tax expense consists of: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE 2021 2020 Years ended December 31, 2021 2020 US$ US$ Income tax expense 1,123,437 2,017,106 Deferred income tax benefit (369,734 ) (524,609 ) Income tax expense Benefit 753,703 1,492,497 |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | A reconciliation of the income tax expense to the amount computed by applying the current statutory tax rate to the income before income tax in the consolidated statements of operations and comprehensive loss is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 Years ended December 31, 2021 2020 US$ US$ Income before income tax (12,131,597 ) (3,573,542 ) Tax calculated at Hong Kong profits tax rate (2,001,717 ) (589,634 ) Effect of different tax rates applicable to different jurisdictions 2,227,715 1,112,450 Income not subject to tax (291,197 ) (242,480 ) Non-deductible expenses 212,759 244,334 Change in valuation allowance 318,215 (19,729 ) Underprovision of current tax in the previous financial year 228,936 325,563 Tax effect on deductible temporary differences 58,992 589,488 Others — 72,505 Income tax 753,703 1,492,497 |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are attributable to the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2021 2020 December 31, 2021 2020 US$ US$ Deferred tax assets Tax losses carried forward 6,341,531 6,017,826 Equipment (85,534 ) (83,457 ) Accrued expenses 189,163 655,776 Others — 50,987 Deferred tax gross 6,445,160 6,641,132 Valuation allowance (6,339,009 ) (6,297,150 ) Total deferred tax assets 106,151 343,982 Deferred tax liabilities Fixed assets — (1,804 ) Intangible assets (1,924,455 ) (2,294,189 ) Others (61,622 ) (61,622 ) Total deferred tax liabilities (1,986,077 ) (2,357,615 ) Net deferred tax liabilities (1,879,926 ) (2,013,633 ) |
SEGMENTS (Tables)
SEGMENTS (Tables) - Seamless Group Inc [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
SCHEDULE OF SEGMENT REPORTING FOR REVENUE | SCHEDULE OF SEGMENT REPORTING FOR REVENUE 2022 2021 Six months ended June 30, 2022 2021 US$ US$ Revenue Remittance services expense 12,743,018 15,177,593 Sales of Airtime 12,473,686 12,557,083 Other services 98,343 29,980 Revenue 25,314,688 30,211,584 Cost of sales Remittance services expense (6,008,981 ) (7,281,655 ) Sales of Airtime (11,854,806 ) (13,707,958 ) Other services (113,888 ) (98,797 ) Cost of sales (17,977,675 ) (21,088,410 ) Gross Profit Remittance services expense 6,733,678 7,895,938 Sales of Airtime 618,880 1,296,053 Other services (15,545 ) (68,817 ) Gross Profit 7,337,013 9,123,174 | SCHEDULE OF SEGMENT REPORTING FOR REVENUE 2021 2020 Years ended December 31, 2021 2020 US$ US$ Revenue Remittance services 30,196,550 29,245,132 Sales of Airtime 26,985,504 32,215,713 Other services 319,316 103,993 Revenue 57,501,370 61,564,838 Years ended December 31, 2021 2020 US$ US$ Cost of sales Remittance services (14,712,592 ) (15,786,115 ) Sales of Airtime (24,682,635 ) (29,567,857 ) Other services (209,114 ) (220,673 ) Cost of sales (39,604,341 ) (45,574,645 ) Years ended December 31, 2021 2020 US$ US$ Gross Profit Remittance services 15,483,958 13,459,017 Sales of Airtime 2,302,869 2,647,856 Other services 110,202 (116,680 ) Gross Profit 17,897,029 15,990,193 |
SCHEDULE FOR ADDITIONS TO LONG-LIVED ASSETS OTHER THAN GOODWILL AND ACQUIRED INTANGIBLE ASSETS | The following table sets forth the Expenditures for additions to long-lived assets other than goodwill and acquired intangible assets: SCHEDULE FOR ADDITIONS TO LONG-LIVED ASSETS OTHER THAN GOODWILL AND ACQUIRED INTANGIBLE ASSETS 2021 2020 Years ended December 31, 2021 2020 US$ US$ Remittance services 405,880 221,991 Sales of Airtime - 223,322 Other services - - Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets 405,880 445,313 | |
SCHEDULE OF GEOGRAPHICAL INFORMATION | The following table sets forth the revenues by geographical area: SCHEDULE OF GEOGRAPHICAL INFORMATION 2021 2020 Years ended December 31, 2021 2020 US$ US$ Revenue Hong Kong 8,307,589 10,899,931 Malaysia 46,746,853 40,504,097 Indonesia 2,446,928 10,160,810 Revenue 57,501,370 61,564,838 | |
SCHEDULE OF LONG LIVED ASSETS GEOGRAPHICAL INFORMATION | The following table sets forth the long-lived assets other than goodwill and intangible assets by geographical area: SCHEDULE OF LONG LIVED ASSETS GEOGRAPHICAL INFORMATION 2021 2020 December 31, 2021 2020 US$ US$ Long-lived assets other than goodwill and acquired intangible assets Hong Kong 5,897,263 6,386,015 Malaysia 930,515 758,621 Indonesia - 423,655 Long-Lived Assets 6,827,778 7,568,291 December 31, 2021 2020 US$ US$ Long-lived assets other than goodwill and acquired intangible assets Hong Kong 5,897,263 6,386,015 Malaysia 930,515 758,621 Indonesia - 423,655 Long-Lived Assets 6,827,778 7,568,291 Add: Non-disclose items Investment in an equity security 100,000 100,000 Deferred tax assets 106,151 - Goodwill 19,229,528 19,618,594 Acquired intangible assets 8,007,788 9,559,120 Long-lived assets other than goodwill and acquired intangible assets 34,271,245 36,846,005 |
DECONSOLIDATION OF DYNAMIC IN_2
DECONSOLIDATION OF DYNAMIC INDONESIA HOLDINGS LIMITED (Tables) - Seamless Group Inc [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | SCHEDULE OF RELATED PARTY TRANSACTIONS Six months ended June 30, 2022 2021 US$ US$ Sino Dynamic Solutions Limited Purchase of intangible assets - 2,705,677 Support and maintenance costs 459,893 463,828 | SCHEDULE OF RELATED PARTY TRANSACTIONS Years ended December 31, 2021 2020 US$ US$ Sino Dynamic Solutions Limited Purchase of intangible assets 3,599,144 399,687 Support and maintenance costs 926,156 850,947 |
SCHEDULE OF RELATED PARTY BALANCES | SCHEDULE OF RELATED PARTY BALANCES June 30, 2022 December 31, 2021 US$ US$ Amounts due from related parties PT WalletKu Indompet Indonesia — 1,280,488 Sino Dynamic Solutions Limited 2,286,790 965,843 Others 104,289 644,955 Amounts due from related parties 2,391,079 2,891,286 Amounts due to related parties Regal Planet Limited 49,421,214 47,545,616 Ripple Labs Singapore Pte. Ltd. 4,567,059 — Mr. Alexander Kong 177,538 1,669,823 Others 1,781,066 2,949,956 Amounts due to related parties 55,946,877 52,165,395 | SCHEDULE OF RELATED PARTY BALANCES December 31, 2021 2020 US$ US$ Amounts due from related parties PT WalletKu Indompet Indonesia 1,280,488 — Sino Dynamic Solutions Limited 965,843 44,362 Others 644,955 100,560 Amounts due from related parties 2,891,286 144,922 Amounts due to related parties Regal Planet Limited 47,545,616 38,579,903 Mr. Alexander Kong 1,669,823 — Others 2,949,956 2,562,825 Amounts due to related parties 52,165,395 41,142,728 |
SCHEDULE 1 (Tables)
SCHEDULE 1 (Tables) - Seamless Group Inc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Statements, Captions [Line Items] | |
SCHEDULE OF FINANCIAL INFORMATION FOR THE SIGNIFICANT SUBSIDIARIES | Summarized financial information for the significant subsidiaries is as follows: SCHEDULE OF FINANCIAL INFORMATION FOR THE SIGNIFICANT SUBSIDIARIES December 31, 2021 2020 US$ US$ Current assets 108,129,821 105,491,998 Non-current assets 9,223,582 8,896,219 Current liabilities (89,952,880 ) (87,526,544 ) Non-current liabilities (1,320,025 ) (2,654,400 ) Revenue 61,128,972 64,198,410 Net (loss) income (137,004 ) 138,938 |
SCHEDULE OF INVESTMENT ACTIVITY | Summarized investment activity is as follows: SCHEDULE OF INVESTMENT ACTIVITY December 31, 2021 2020 US$ US$ Balance at the beginning of year 29,745,028 31,863,974 Allocated loss (3,573,964 ) (2,118,946 ) Balance at the end of year 26,171,064 29,745,028 |
Parent Company [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
SCHEDULE OF CONDENSED BALANCE SHEETS OF THE PARENT COMPANY | Condensed balance sheets of the parent company SCHEDULE OF CONDENSED BALANCE SHEETS OF THE PARENT COMPANY December 31, 2021 2020 US$ US$ ASSETS Current assets: Cash and cash equivalents 25,648 93,036 Short-term investments 2,012,562 2,024,057 Prepayments, deposits and other receivables 2,751,066 2,754,125 Amounts due from subsidiaries 5,610,972 8,722,221 Amounts due from related parties 1,857,039 386,007 Total current assets 12,257,287 13,979,446 Investments in subsidiaries 26,171,064 29,745,028 Investment in an equity security 100,000 100,000 Total assets 38,528,351 43,824,474 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Borrowings 1,666,989 1,225,421 Accruals and other payables 1,596,197 1,446,929 Amounts due to subsidiaries 215,889 79,054 Amounts due to related parties 48,338,222 38,280,613 Convertible bonds 7,561,050 25,622,099 Total current liabilities 59,378,347 66,654,116 Borrowings 923,256 — Convertible bonds 9,192,140 — Total liabilities 69,493,743 66,654,116 Shareholders’ deficit: Common shares (US$ 0.001 58,030,000 58,030 58,030 Additional paid-in capital 29,172,373 22,488,990 Accumulated deficit (60,105,962 ) (45,256,763 ) Accumulated other comprehensive loss (89,833 ) (119,899 ) Total shareholders’ deficit (30,965,392 ) (22,829,642 ) Total liabilities and shareholders’ deficit 38,528,351 43,824,474 |
SCHEDULE OF CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | Condensed statements of comprehensive income (loss) SCHEDULE OF CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Years ended December 31, 2021 2020 US$ US$ General and administrative expenses (639,125 ) (803,469 ) Finance costs, net (10,636,110 ) (3,802,013 ) Share of results from subsidiaries (3,573,964 ) (2,118,945 ) Loss before income tax (14,849,199 ) (6,724,427 ) Income tax expenses — — Net loss (14,849,199 ) (6,724,427 ) Other comprehensive income (loss) Foreign currency translation adjustments 26,245 90,496 Total comprehensive loss (14,822,954 ) (6,633,931 ) |
SCHEDULE OF CONDENSED STATEMENTS OF CASH FLOWS | Condensed statements of cash flows SCHEDULE OF CONDENSED STATEMENTS OF CASH FLOWS Years ended December 31, 2021 2020 US$ US$ Cash flows from operating activities: Net loss (14,849,199 ) (6,724,427 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of discount on convertible bonds 2,814,474 533,508 Unrealized foreign exchange gain (144,611 ) — Share of results from subsidiaries 3,573,964 2,118,945 Changes in operating assets and liabilities: Prepayments, deposits and other receivables (13,246 ) 44,617 Accruals and other payables 5,667,902 30,445 Net cash used in operating activities (2,950,716 ) (3,996,912 ) Cash flows from investing activities: (Increase) decrease in short-term investments (458 ) 1,178,864 Net cash (used in) provided by investing activities (458 ) 1,178,864 Cash flows from financing activities: Proceeds from borrowings 2,590,245 1,225,421 Repayment of borrowings (1,225,381 ) — Repayment of convertible bonds (10,500,000 ) — Amounts due from related parties 1,593,193 2,101,398 Amounts due to related parties 10,453,690 (1,415,827 ) Net cash provided by financing activities 2,911,747 1,910,992 Net decrease in cash and cash equivalents (39,427 ) (907,056 ) Effect of exchange rate changes on cash and cash equivalents (27,961 ) 3,466 Cash and cash equivalents at beginning of year 93,036 996,626 Cash and cash equivalents at end of year 25,648 93,036 |
ACQUISITION OF DYNAMIC INDONE_2
ACQUISITION OF DYNAMIC INDONESIA HOLDINGS LIMITED (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Seamless Group Inc [Member] | |
SCHEDULE OF PURCHASE PRICE OF ACQUISITION | The allocation of the purchase price as of the date of acquisition is summarized as follows: SCHEDULE OF PURCHASE PRICE OF ACQUISITION US$ Net assets acquired (i) (1,590,634 ) Goodwill (Note 3) 7,851,590 Non-controlling interests (3,931,441 ) Total 2,329,515 Total purchase price is comprised of: Cash consideration 200,000 Fair value of previously held equity interests 2,129,515 Total 2,329,515 |
DESCRIPTION OF ORGANIZATION, _3
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | 10 Months Ended | |
Nov. 23, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Entity incorporation, date of incorporation | Mar. 08, 2021 | Mar. 08, 2021 | |
Proceeds from initial public offering | $ 197,498,815 | ||
Offering costs | 582,540 | ||
Deferred underwriting commissions | $ 5,999,964 | $ 5,999,964 | |
Warrants price per share | $ 0.01 | $ 0.01 | |
Transaction costs | 9,351,106 | $ 9,351,106 | |
Underwriting fees | 2,499,985 | 2,499,985 | |
Sale of stock consideration on transaction, fair value | 268,617 | 268,617 | |
Other offering costs | 582,540 | 582,540 | |
Tangible assets net | $ 5,000,001 | 5,000,001 | |
Cash | 551,858 | 1,028,183 | |
[custom:WorkingCapital-0] | $ 1,303,242 | 1,555,816 | |
Ownership interest | 50% | ||
Cash Equivalents, at Carrying Value | $ 551,858 | ||
Sponsor [Member] | |||
Stock issued | 25,100 | 25,100 | |
Notes issued | $ 400,000 | 400,000 | |
Maximum [Member] | |||
Dissolution expenses | $ 100,000 | $ 100,000 | |
Common Class A [Member] | |||
Sale of stock price per share | $ 12 | $ 12 | |
IPO [Member] | |||
Sale of stock price per share | $ 10.15 | 10.15 | $ 10.15 |
Proceeds from initial public offering | $ 202,998,782 | $ 202,998,782 | |
Offering price | 10.15 | $ 10 | |
IPO [Member] | Three Month Extensions [Member] | |||
Sale of stock price per share | $ 10.45 | $ 10.45 | |
IPO [Member] | Common Class A [Member] | |||
Stock issued during period, new issues | 19,999,880 | ||
Sale of stock price per share | $ 10 | ||
Proceeds from initial public offering | $ 199,998,800 | ||
Offering costs | 9,351,106 | ||
Deferred underwriting commissions | $ 5,999,964 | ||
Warrants price per share | $ 11.50 | ||
Underwriting fees | $ 2,499,985 | ||
Sale of stock consideration on transaction, fair value | 268,617 | ||
Other offering costs | $ 582,540 | ||
Over-Allotment Option [Member] | |||
Stock issued during period, new issues | 2,608,680 | 2,608,680 | |
Private Placement Warrants [Member] | |||
Warrants issued, shares | 7,796,842 | 7,796,842 | |
Warrants price per share | $ 1 | $ 1 | |
Proceeds from warrants | $ 7,796,842 | $ 7,796,842 |
SCHEDULE OF RECONCILIATION OF O
SCHEDULE OF RECONCILIATION OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 29, 2021 | |
Class A ordinary shares issuance costs | $ (582,540) | |||||
Offering costs allocated to public warrants | 349,831 | |||||
Class A ordinary shares subject to possible redemption beginning balance | $ 203,000,706 | |||||
Accretion of carrying value to initial redemption value | $ 916,262 | $ 296,485 | 19,483,345 | |||
Class A ordinary shares subject to possible redemption ending balace | 204,211,529 | 204,211,529 | 203,000,706 | $ 203,000,706 | ||
Class A Ordinary Shares Subject to Redemption [Member] | ||||||
Class A ordinary shares subject to possible redemption | 202,998,782 | 202,998,782 | $ 199,998,800 | |||
Proceeds allocated to Public Warrants | (7,482,088) | |||||
Class A ordinary shares issuance costs | (9,351,106) | (9,351,106) | ||||
Offering costs allocated to public warrants | 349,831 | 349,831 | ||||
Accretion of carrying value to initial redemption value | 19,483,345 | 19,483,345 | ||||
Gross proceeds | 199,998,800 | 199,998,800 | ||||
Proceeds allocated to Public Warrants | (7,482,088) | |||||
Class A ordinary shares subject to possible redemption beginning balance | 202,998,782 | |||||
Accretion of carrying value to initial redemption value | 1,212,747 | |||||
Class A ordinary shares subject to possible redemption ending balace | $ 204,211,529 | $ 204,211,529 | $ 202,998,782 | $ 202,998,782 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET LOSS PER ORDINARY SHARE (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |||||
Common Class A [Member] | |||||||||
Allocation of net loss | $ (156,519) | $ (1,276,064) | $ (62,717) | ||||||
Basic and diluted weighted average common shares | 19,999,880 | 19,999,880 | 2,550,320 | ||||||
Basic and diluted net loss per ordinary share | $ (0.01) | $ (0.06) | $ (0.02) | ||||||
Common Class B [Member] | |||||||||
Allocation of net loss | $ (45,650) | $ (372,171) | $ (118,978) | ||||||
Basic and diluted weighted average common shares | 5,833,083 | [1] | 5,072,246 | [1] | 5,072,246 | [1] | 5,833,083 | [1] | 4,838,142 |
Basic and diluted net loss per ordinary share | $ (0.01) | $ (0.01) | $ (0.06) | $ (0.02) | |||||
[1]On September 30, 2021, an aggregate of 5,072,246 760,837 801,833 5,833,083 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Nov. 23, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||||||||||||
Cash held in trust account | $ 204,211,529 | $ 204,211,529 | $ 203,000,706 | $ 203,000,706 | ||||||||||
Payments of Stock Issuance Costs | 582,540 | |||||||||||||
Fair value of representative shares | 268,617 | 268,617 | ||||||||||||
Underwriter discount | 8,499,949 | 8,499,949 | 8,499,949 | 8,499,949 | ||||||||||
Proceeds from initial public offering | 197,498,815 | |||||||||||||
Federal depository insurance | 250,000 | 250,000 | 250,000 | 250,000 | ||||||||||
Offering costs | 582,540 | 582,540 | ||||||||||||
Temporary Equity, Par Value | 204,211,529 | 204,211,529 | ||||||||||||
Net profit | $ (29,055) | (202,169) | $ (983,499) | $ (462,567) | $ (583) | $ (205) | $ (29,843) | (1,648,235) | (181,695) | |||||
Operating loss | 1,118,431 | $ 583 | $ 29,843 | 2,859,058 | 183,619 | |||||||||
Working capital | $ 1,303,242 | $ 1,303,242 | 1,555,816 | 1,555,816 | ||||||||||
Seamless Group Inc [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Working capital deficit | 27,600,000 | $ 27,600,000 | 21,500,000 | 21,500,000 | $ 34,800,000 | |||||||||
Net liabilities | 9,900,000 | 9,900,000 | 8,100,000 | 8,100,000 | 2,700,000 | |||||||||
Net profit | (4,250,371) | $ (614,679) | (12,885,300) | (5,066,041) | ||||||||||
Operating loss | 1,663,285 | $ (1,144,520) | (39,722) | 405,981 | ||||||||||
Maximum funding amount for merger acquisition | 190,000,000 | |||||||||||||
Accounts receivable, credit loss | 175,676 | |||||||||||||
Impairment charge | 0 | 0 | ||||||||||||
Impairment of long lived assets | 0 | 0 | ||||||||||||
Advertising and promotion costs | $ 543,793 | $ 100,643 | ||||||||||||
Working capital | $ 1,800,000 | 1,800,000 | ||||||||||||
Expected amount from merger transaction | $ 200,000,000 | |||||||||||||
Seamless Group Inc [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Percentage of concentration credit risk | 64% | 68% | ||||||||||||
Seamless Group Inc [Member] | Computer Software, Intangible Asset [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Intangible assets amortized period | 5 years | |||||||||||||
Seamless Group Inc [Member] | Developed Technology Rights [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Intangible assets amortized period | 7 years | |||||||||||||
Seamless Group Inc [Member] | Trademarks and Trade Names [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Intangible assets amortized period | 10 years | |||||||||||||
Seamless Group Inc [Member] | Tranglo [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Net profit | $ 5,000,000 | $ 4,800,000 | ||||||||||||
Seamless Group Inc [Member] | WalletKu [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Operating loss | $ 800,000 | $ 1,100,000 | ||||||||||||
IPO [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Proceeds from initial public offering | $ 202,998,782 | $ 202,998,782 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 10 Months Ended | ||
Nov. 23, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from initial public offering | $ 197,498,815 | ||
Offering costs | 582,540 | ||
Underwriting fees | $ 2,499,985 | 2,499,985 | |
Deferred underwriting commissions | 5,999,964 | 5,999,964 | |
Sale of stock consideration on transaction, fair value | 268,617 | 268,617 | |
Other offering cost | $ 582,540 | $ 582,540 | |
Warrant exercise price per share | $ 0.01 | $ 0.01 | |
Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock price per share | 12 | 12 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock price per share | $ 10.15 | $ 10.15 | $ 10.15 |
Proceeds from initial public offering | $ 202,998,782 | $ 202,998,782 | |
IPO [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued during period, new issues | 19,999,880 | ||
Sale of stock price per share | $ 10 | ||
Proceeds from initial public offering | $ 199,998,800 | ||
Offering costs | 9,351,106 | ||
Underwriting fees | 2,499,985 | ||
Deferred underwriting commissions | 5,999,964 | ||
Sale of stock consideration on transaction, fair value | 268,617 | ||
Other offering cost | $ 582,540 | ||
Warrant exercise price per share | $ 11.50 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 10 Months Ended | ||
Nov. 23, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Warrants price per share | $ 0.01 | $ 0.01 | |
Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants issued, shares | 7,796,842 | 7,796,842 | |
Warrants price per share | $ 1 | $ 1 | |
Proceeds from warrants gross | $ 7,796,842 | $ 7,796,842 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Nov. 23, 2021 USD ($) $ / shares shares | Nov. 23, 2021 USD ($) $ / shares shares | Apr. 20, 2021 USD ($) | Apr. 20, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Integer $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | ||
Related Party Transaction [Line Items] | ||||||||||
Number of shares | [1] | $ 25,100 | ||||||||
Notes Payable, Related Parties | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Interest rate | 50% | 50% | ||||||||
Proceeds from offerings | $ 197,498,815 | |||||||||
Warrants exercise per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Share price | $ / shares | $ 18 | $ 18 | $ 18 | $ 18 | ||||||
Offering costs | $ 582,540 | |||||||||
Administrative Support Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment for services | 10,000 | |||||||||
Services cost | 10,000 | |||||||||
Payment for Administrative Fees | $ 10,000 | |||||||||
Administrative Fees Expense | $ 30,000 | 90,000 | ||||||||
Reimbursement from Limited Partnership Investment | $ 44,621 | $ 121,445 | ||||||||
Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes Payable, Related Parties | $ 338,038 | $ 338,038 | ||||||||
Notes payable | $ 0 | $ 0 | ||||||||
Proceeds from Related Party Debt | $ 338,038 | |||||||||
Debt Instrument, Maturity Date | Dec. 10, 2021 | |||||||||
IPO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of stock price per share | $ / shares | $ 10.15 | $ 10.15 | $ 10.15 | $ 10.15 | $ 10.15 | $ 10.15 | ||||
Proceeds from offerings | $ 202,998,782 | $ 202,998,782 | ||||||||
IPO [Member] | Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from offerings | 696,875 | $ 696,875 | ||||||||
IPO [Member] | Sponsor [Member] | Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes Payable, Related Parties | $ 400,000 | $ 400,000 | ||||||||
Interest rate | 0.01% | 0.01% | ||||||||
Notes payable | $ 400,000 | $ 400,000 | ||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ / shares | 0.30 | $ 0.30 | $ 0.30 | 0.30 | ||||||
Payment value under underwriters | $ 5,999,964 | $ 5,999,964 | ||||||||
Affiliate Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt repayment conversion | $ 1,500,000 | $ 1,500,000 | ||||||||
Warrants exercise per share | $ / shares | $ 1 | $ 1 | $ 1 | $ 1 | ||||||
Deposits | $ 2,999,982 | $ 2,999,982 | $ 2,999,982 | $ 2,999,982 | ||||||
Share price | $ / shares | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 | ||||||
Affiliate Sponsor [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt repayment conversion | $ 1,500,000 | $ 1,500,000 | ||||||||
Affiliate Sponsor [Member] | Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants exercise per share | $ / shares | $ 1 | $ 1 | $ 1 | $ 1 | ||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 99,999 | 99,999 | ||||||||
Number of shares | $ 268,617 | $ 268,617 | ||||||||
[custom:PercentageOfIssuedAndOutstandingSharesAfterInitialPublicOffering-0] | 22.58% | 22.58% | 22.58% | 22.58% | ||||||
Offering cost percent | 2.96% | 2.96% | ||||||||
Offering costs | $ 9,351,106 | $ 9,351,106 | ||||||||
Common Stock, Shares, Issued | shares | 5,833,083 | 5,833,083 | 5,833,083 | 5,833,083 | ||||||
Common Stock, Value, Issued | $ 583 | $ 583 | $ 583 | $ 583 | ||||||
Offering cost percent | 2.87% | 2.87% | ||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 5,833,083 | |||||||||
Number of shares | $ 25,100 | |||||||||
Common Stock, Value, Issued | $ 25,100 | $ 25,100 | $ 25,100 | $ 25,100 | ||||||
Common Class B [Member] | EF Hutton [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 99,999 | 69,999 | ||||||||
Common Class B [Member] | Jones Trading [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 30,000 | |||||||||
Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of stock price per share | $ / shares | $ 12 | $ 12 | $ 12 | $ 12 | ||||||
Common Stock, Shares, Issued | shares | 0 | 0 | 0 | 0 | ||||||
Common Stock, Value, Issued | ||||||||||
Common Class A [Member] | IPO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 19,999,880 | |||||||||
Sale of stock price per share | $ / shares | $ 10 | $ 10 | ||||||||
Proceeds from offerings | $ 199,998,800 | |||||||||
Warrants exercise per share | $ / shares | $ 11.50 | $ 11.50 | ||||||||
Offering costs | $ 9,351,106 | |||||||||
Common Class A [Member] | Affiliate Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ordinary shares trading days | Integer | 20 | |||||||||
[1]Effective on November 18, 2021, the Subscription Agreement was amended and restated to reflect an additional issuance to Sponsor of 801,833 5,833,083 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 10 Months Ended | |
Nov. 23, 2021 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||
Proceeds from sale of Units, net of underwriting discount paid | $ 197,498,815 | |
Underwriting Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Percentage of underwriting discount | 0.50% | 0.50% |
Underwriting Agreement [Member] | Deferred Fee [Member] | ||
Loss Contingencies [Line Items] | ||
Proceeds from sale of Units, net of underwriting discount paid | $ 5,999,964 | |
Underwriters Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Percent of underwriting deferred fee | 3% | 3% |
Underwriters Agreement [Member] | Deferred Fee [Member] | ||
Loss Contingencies [Line Items] | ||
Proceeds from sale of Units, net of underwriting discount paid | $ 5,999,964 | |
Over-Allotment Option [Member] | ||
Loss Contingencies [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 2,608,680 | 2,608,680 |
IPO [Member] | ||
Loss Contingencies [Line Items] | ||
Proceeds from sale of Units, net of underwriting discount paid | $ 202,998,782 | $ 202,998,782 |
IPO [Member] | Underwriting Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Percentage of underwriting discount | 1.25% | 1.25% |
Proceeds from sale of Units, net of underwriting discount paid | $ 2,499,985 | $ 2,499,985 |
SHAREHOLDER_S EQUITY (Details N
SHAREHOLDER’S EQUITY (Details Narrative) - USD ($) | 9 Months Ended | 10 Months Ended | ||
Nov. 23, 2021 | Nov. 23, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Preferred stock, shares issued | 0 | 0 | ||
Temporary Equity, Shares Authorized | 19,999,880 | 19,999,880 | ||
Warrant expire period | 5 years | 5 years | ||
Warrant exercise price per share | $ 0.01 | $ 0.01 | ||
Shares issued price per share | $ 18 | $ 18 | ||
Sale of stock description | In addition, if (x) the Company issues additional Class A ordinary share 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 share 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. | In addition, if (x) the Company issues additional Class A ordinary share 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 share 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. | ||
Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant exercise price per share | $ 1 | $ 1 | $ 1 | |
Warrants outstanding | $ 1,500,000 | $ 1,500,000 | ||
Public Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding | 9,999,940 | 9,999,940 | ||
Private Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding | $ 7,796,842 | $ 7,796,842 | ||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Outstanding | 0 | 0 | ||
Temporary Equity, Shares Authorized | 19,999,880 | 19,999,880 | ||
Common Stock, Shares, Issued | 0 | 0 | ||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Outstanding | 5,833,083 | 5,833,083 | ||
Common Stock, Voting Rights | Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. | |||
Common Stock, Shares, Issued | 5,833,083 | 5,833,083 | ||
Stock Issued During Period, Shares, New Issues | 99,999 | 99,999 | ||
[custom:PercentageOfIssuedAndOutstandingSharesAfterInitialPublicOffering-0] | 22.58% | 22.58% | ||
Common Class B [Member] | Jones Trading [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 30,000 | |||
Common Class B [Member] | Sponsor [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 69,999 | 5,733,084 | ||
Common Stock Held by Subsidiary | $ 5,733,084 | $ 5,733,084 | ||
Common Class B [Member] | Sponsor [Member] | Representative Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 99,999 | |||
Common Class B [Member] | Representative [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock Held by Subsidiary | $ 99,999 | $ 99,999 |
SCHEDULE OF PRINCIPAL SUBSIDIAR
SCHEDULE OF PRINCIPAL SUBSIDIARIES (Details) - Seamless Group Inc [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Principal activities | Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants | |
Dynamic Investment Holdings Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Cayman Islands | Cayman Islands |
Principal activities | Investment holding | Investment holding |
Dynamic Investment Holdings Limited [Member] | Directly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
Dynamic (Asia) Group Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | British Virgin Islands | British Virgin Islands |
Principal activities | Investment holding | Investment holding |
Dynamic (Asia) Group Inc. [Member] | Directly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
TNG (Asia) Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Hong Kong | Hong Kong |
Principal activities | Provision of mobile electronic wallet | Provision of mobile electronic wallet |
TNG (Asia) Limited [Member] | Directly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
Tranglo Sdn. Bhd. [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Malaysia | Malaysia |
Principal activities | Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services | Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services |
Tranglo Sdn. Bhd. [Member] | Directly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 60% | 60% |
Future Network Technology Investment Co Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Taiwan | Taiwan |
Principal activities | Investment holding | Investment holding |
Future Network Technology Investment Co Ltd [Member] | Directly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
GEA Holdings Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Cayman Islands | Cayman Islands |
Principal activities | Investment holding | Investment holding |
GEA Holdings Limited [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
GEA Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Hong Kong | Hong Kong |
Principal activities | Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants | |
GEA Limited [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
GEA Pte Ltd. [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Singapore | Singapore |
Principal activities | Transaction and payment processing services | Transaction and payment processing services |
GEA Pte Ltd. [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
Bagus Fintech Pte Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Singapore | Singapore |
Principal activities | Providing business center services | Providing business center services |
Bagus Fintech Pte Ltd [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
Dynamic (Asia) Holdings Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Cayman Islands | Cayman Islands |
Principal activities | Investment holding | Investment holding |
Dynamic (Asia) Holdings Limited [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
Dynamic FinTech Group (HK) Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Hong Kong | Hong Kong |
Principal activities | Provision of corporate government consultancy, management and advisory services | Provision of corporate government consultancy, management and advisory services |
Dynamic FinTech Group (HK) Limited [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
Tranglo Holdings Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Cayman Islands | Cayman Islands |
Principal activities | Investment holding | Investment holding |
Tranglo Holdings Limited [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
The WSF Group Holdings Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | British Virgin Islands | British Virgin Islands |
Principal activities | Investment holding | Investment holding |
The WSF Group Holdings Limited [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
The Wall Street Factory Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Hong Kong | Hong Kong |
Principal activities | Providing business center services | Providing business center services |
The Wall Street Factory Limited [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
Bagus Financial Services Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Hong Kong | Hong Kong |
Principal activities | Provision of services and PR function events | Provision of services and PR function events |
Bagus Financial Services Limited [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 100% | 100% |
PT Tranglo Indonesia [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Indonesia | Indonesia |
Principal activities | To establish, develop and operate a money remittance business | To establish, develop and operate a money remittance business |
PT Tranglo Indonesia [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 60% | 60% |
PT Tranglo Solusindo [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Indonesia | Indonesia |
Principal activities | Providing and sourcing airtime and other related services | Providing and sourcing airtime and other related services |
PT Tranglo Solusindo [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 60% | 60% |
Tranglo MEA Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Hong Kong | Hong Kong |
Principal activities | Providing and sourcing airtime and other related services | Providing and sourcing airtime and other related services |
Tranglo MEA Limited [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 60% | 60% |
Tranglo Europe Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | United Kingdom | United Kingdom |
Principal activities | To establish, develop and operate a money remittance business | To establish, develop and operate a money remittance business |
Tranglo Europe Limited [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 60% | 60% |
Tranglo Pte Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Singapore | Singapore |
Principal activities | To establish, develop and operate a money remittance business | To establish, develop and operate a money remittance business |
Tranglo Pte Ltd [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 60% | 60% |
Tik FX Malaysia Sdn. Bhd. [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Malaysia | Malaysia |
Principal activities | Dormant | Dormant |
Tik FX Malaysia Sdn. Bhd. [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 60% | 60% |
Treatsup Sdn. Bhd. [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Malaysia | Malaysia |
Principal activities | Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application | Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application |
Treatsup Sdn. Bhd. [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 60% | 60% |
Dynamic Indonesia Holdings Limited [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Cayman Islands | |
Principal activities | Investment holding | |
Dynamic Indonesia Holdings Limited [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 51% | |
Dynamic Indonesia Pte Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Singapore | |
Principal activities | Retail sales via the internet and development of other software and programming activities | |
Dynamic Indonesia Pte Ltd [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 41% | |
PTTNG Wallet Indonesia [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Indonesia | |
Principal activities | Business operations have not commenced | |
PTTNG Wallet Indonesia [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 41% | |
P T WalletKu Indompet Indonesia [Member] | ||
Business Acquisition [Line Items] | ||
Place of incorporation | Indonesia | |
Principal activities | (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher | |
P T WalletKu Indompet Indonesia [Member] | Indirectly [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 41% |
SCHEDULE OF DEPRECIATION OF EQU
SCHEDULE OF DEPRECIATION OF EQUIPMENT AND SOFTWARE STRAIGHT LINE METHOD (Details) - Seamless Group Inc [Member] | Dec. 31, 2021 |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 10% |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 10% |
Renovation [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 10% |
Sign Board [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 10% |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 33% |
Electrical Installation [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 10% |
Mobile Phone [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 33% |
Motor Vehicle [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 20% |
Air Conditioners [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 10% |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 20% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
Jul. 29, 2022 | Jun. 02, 2022 | Mar. 31, 2022 | Jan. 28, 2022 | Sep. 13, 2018 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Nov. 22, 2022 | Mar. 31, 2021 | ||
Business Acquisition [Line Items] | |||||||||||
Shares issued, value | [1] | $ 25,100 | |||||||||
Seamless Group Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments of dividends | $ 1,912,014 | ||||||||||
Seamless Group Inc [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Restricted stock issued during period, shares | 2,591,543 | ||||||||||
Share based options awarde | 978,397 | ||||||||||
Exercise price of share option | $ 12.87 | ||||||||||
Seamless Group Inc [Member] | Dynamic Indonesia Holdings Ltd [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership percentage | 51% | ||||||||||
Subsequent Event [Member] | Seamless Group Inc [Member] | 2022 Incentive Plan [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Restricted stock issued during period, shares | 6,093,000 | ||||||||||
Subsequent Event [Member] | Tranglo Sdn. Bhd. [Member] | Seamless Group Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock, dividends, per share, declared | $ 14.2094 | $ 14.2213 | |||||||||
Subsequent Event [Member] | Tranglo Sdn. Bhd. [Member] | Seamless Group Inc [Member] | Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares issued, value | $ 2,379,259 | $ 2,381,242 | |||||||||
Payments of dividends | $ 951,704 | $ 952,497 | |||||||||
Subsequent Event [Member] | Tranglo Sdn. Bhd. [Member] | RM [Member] | Seamless Group Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock, dividends, per share, declared | $ 59.7223 | $ 59.7223 | |||||||||
Subsequent Event [Member] | Dynamic Indonesia Holdings Limited [Member] | Seamless Group Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares issued, value | $ 1,000,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 5,000 | ||||||||||
Shares issued, each tranche | 1,000 | ||||||||||
Subsequent Event [Member] | Business Combination Agreement [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amount of additional deposit funds | $ 2,999,982 | ||||||||||
Subsequent Event [Member] | First Tranche [Member] | Seamless Group Inc [Member] | Dynamic Indonesia Holdings Ltd [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership percentage | 51.43% | ||||||||||
Subsequent Event [Member] | First Tranche [Member] | Dynamic Indonesia Holdings Limited [Member] | Seamless Group Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares issued, value | $ 200,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,000 | ||||||||||
[1]Effective on November 18, 2021, the Subscription Agreement was amended and restated to reflect an additional issuance to Sponsor of 801,833 5,833,083 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE NET (Details) - Seamless Group Inc [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable | $ 2,880,915 | $ 4,379,814 | |
Allowance for credit losses | $ (183,861) | (175,676) | |
Accounts receivable, net | $ 2,880,915 | $ 4,204,138 |
SCHEDULE OF ALLOWANCE FOR DOUBT
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - Seamless Group Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance at the beginning of year | $ 175,676 | $ 16,818 |
Additions | 175,676 | |
Deconsolidation of a subsidiary | (175,676) | |
Written off | (16,818) | |
Balance at the end of year | $ 175,676 |
SCHEDULE OF PREPAYMENTS AND OTH
SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS (Details) - Seamless Group Inc [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Contract asset | $ 4,181,989 | ||
Other receivables | 38,383 | 89,314 | |
Prefunding to remittances partner | 12,363,982 | 12,896,134 | |
Deposits | 3,086,382 | 3,096,823 | |
Goods and services tax/ Value-added tax recoverable | 18,049 | 30,330 | |
Prepayments | 332,866 | 251,190 | |
Airtime stock | 1,252,740 | 1,613,552 | |
Inventories | 58,386 | ||
Current tax recoverable | 596,059 | 572 | |
Others | 902,829 | 994,559 | |
Total | $ 21,150,999 | $ 22,773,279 | $ 19,030,860 |
SCHEDULE OF CONTRACT ASSETS (De
SCHEDULE OF CONTRACT ASSETS (Details) - Seamless Group Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
As at January 1 | ||
Rights of consideration for service rendered but not billed | 4,189,989 | |
As at December 31 | $ 4,189,989 |
SCHEDULE OF INVESTMENT IN AN EQ
SCHEDULE OF INVESTMENT IN AN EQUITY SECURITY (Details) (Parenthetical) | Dec. 31, 2021 |
K Hub [Member] | Seamless Group Inc [Member] | |
Equity method investment, ownership percentage | 0.54% |
SCHEDULE OF INVESTMENT IN AN _2
SCHEDULE OF INVESTMENT IN AN EQUITY SECURITY (Details) - Seamless Group Inc [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Net Investment Income [Line Items] | |||
Investment in an equity security | $ 100,000 | $ 100,000 | $ 100,000 |
K Hub [Member] | |||
Net Investment Income [Line Items] | |||
Investment in an equity security | $ 100,000 | $ 100,000 |
SCHEDULE OF EQUIPMENT AND SOFTW
SCHEDULE OF EQUIPMENT AND SOFTWARE NET (Details) - Seamless Group Inc [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Total | $ 4,846,979 | $ 4,799,417 | |
Less: accumulated depreciation | (3,511,887) | (2,540,984) | |
Equipment and software, net | $ 1,236,017 | 1,335,092 | 2,258,433 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 202,046 | 294,889 | |
Furniture And Fittings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 245,719 | 246,796 | |
Renovation [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 1,511,974 | 1,675,670 | |
Sign Board [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 2,195 | 2,195 | |
Computer Peripherals [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 2,749,180 | 2,364,832 | |
Electrical Installation [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 37,848 | 37,848 | |
Mobile Phone [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 9,029 | 9,044 | |
Motor Vehicle [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 84,179 | 84,179 | |
Air Conditioners [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 4,809 | 4,809 | |
Store Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 79,155 |
EQUIPMENT AND SOFTWARE, NET (De
EQUIPMENT AND SOFTWARE, NET (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Seamless Group Inc [Member] | ||||
Depreciation expenses | $ 367,696 | $ 628,166 | $ 1,066,303 | $ 1,276,770 |
SCHEDULE OF INTANGIBLE ASSETS N
SCHEDULE OF INTANGIBLE ASSETS NET (Details) - Seamless Group Inc [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 33,444,951 | $ 29,828,830 |
Less: accumulated amortization | (20,061,254) | (15,214,893) |
Intangible assets, net | 13,383,697 | 14,613,937 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 20,547,957 | 16,931,836 |
Developed Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 5,853,354 | 5,853,354 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 7,043,640 | $ 7,043,640 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSES (Details) - Seamless Group Inc [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
2022 | $ 3,533,703 | |
2023 | 3,002,348 | |
2024 | 2,438,936 | |
2025 | 2,270,533 | |
2026 | 1,833,176 | |
Thereafter | 305,001 | |
Intangible assets, net | $ 13,383,697 | $ 14,613,937 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - Seamless Group Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Godwill, beginning balance | $ 19,229,528 | $ 19,618,594 |
Goodwill upon disposal | (389,066) | |
Goodwill upon acquisition (Note 7) | 7,851,590 | |
Godwill, ending Balance | $ 27,081,118 | $ 19,229,528 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Seamless Group Inc [Member] | ||
Amortization expenses | $ 4,916,290 | $ 4,545,804 |
SCHEDULE OF RIGHT OF USE ASSETS
SCHEDULE OF RIGHT OF USE ASSETS AND LEASE LIABILITIES (Details) - Seamless Group Inc [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | |||
Operating lease | $ 172,823 | $ 116,777 | $ 255,041 |
Total right-of-use assets | 181,768 | 359,065 | |
Total current operating lease liabilities | 155,640 | 109,271 | |
Finance lease | 38,437 | 36,993 | |
Total non- current operating liabilities | 179,398 | 173,685 | |
Current Portion of Lease Liabilities [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Total current operating lease liabilities | 117,203 | 72,278 | |
Accounts Payable Accruals and Other Payables [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Finance lease | 38,437 | 36,993 | |
Other Payables [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Finance lease | 23,758 | 64,414 | |
Right of Use Assets [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease | 116,777 | 255,041 | |
Equipment and Software Net [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Finance lease | $ 64,991 | $ 104,024 |
SCHEDULE OF LEASE COSTS (Detail
SCHEDULE OF LEASE COSTS (Details) - Seamless Group Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease costs | $ 1,292,634 | $ 835,042 |
Short-term lease costs | 72,931 | 221,162 |
Finance lease costs: | ||
Depreciation | 35,651 | 58,402 |
Interest on finance lease liabilities | 5,801 | 8,913 |
Total lease costs | $ 1,407,017 | $ 1,123,519 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - Seamless Group Inc [Member] | Dec. 31, 2021 |
Operating lease, weighted average remaining lease term | 10 months 21 days |
Finance lease, weighted average remaining lease term | 21 months 24 days |
Operating lease, weighted average discount rate, percent | 8.05% |
Finance lease, weighted average discount rate, percent | 7.30% |
SCHEDULE OF CASHFLOWS RELATED T
SCHEDULE OF CASHFLOWS RELATED TO LEASES (Details) - Seamless Group Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Payments for operating lease liabilities | $ 176,408 | $ 445,411 |
Cash flows from financing activities: | ||
Principal payments on finance lease obligation | 35,434 | 33,511 |
Supplemental Cash Flow Data: | ||
Right-of-use assets obtained in exchange for new operating lease obligations | $ 240,569 | $ 405,573 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON CANCELABLE OPERATING LEASES (Details) - Seamless Group Inc [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Operating lease 2022 | $ 121,581 | ||
Finance lease 2022 | 41,479 | ||
Total 2022 | 163,060 | ||
Operating lease 2023 | |||
Finance lease 2023 | 24,196 | ||
Total 2023 | 24,196 | ||
Operating lease, Lease liabilities gross | 121,581 | ||
Finance lease, Lease liabilities gross | 65,675 | ||
Lease liabilities (Gross) | 187,256 | ||
Operating lease, Imputed interest | (4,378) | ||
Finance lease, Imputed interest | (3,480) | ||
Less: imputed interest | (7,858) | ||
Operating lease liabilities | $ 61,617 | 117,203 | $ 72,278 |
Finance lease liabilities | 62,195 | ||
Total lease liabilities | $ 179,398 |
SCHEDULE OF BORROWINGS (Details
SCHEDULE OF BORROWINGS (Details) - Seamless Group Inc [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Short-term borrowings (i) | $ 4,927,019 | [1] | $ 3,799,427 | [1],[2] | $ 3,417,996 | [2] |
Long-term borrowings (ii) | 3,383,402 | [3] | 2,449,318 | [3],[4] | 2,773,118 | [4] |
Less: current maturities | (371,596) | (344,975) | (237,992) | |||
Non-current maturities | $ 3,011,806 | $ 2,104,343 | $ 2,535,126 | |||
[1]As of June 30, 2022, the Company obtained several loans from individuals amounted to US$ 2.1 0.6 10.0 15.9 15.0 17.0 16.2 17.0 15.9 16.7 2.05 2.5 24.0 18.0 21.3 |
SCHEDULE OF BORROWINGS (Detai_2
SCHEDULE OF BORROWINGS (Details) (Parenthetical) $ in Thousands, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 HKD ($) | Sep. 30, 2022 | Jun. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Interest rate | 50% | ||||
Seamless Group Inc [Member] | |||||
Loans payable | $ 2,100 | ||||
Seamless Group Inc [Member] | Noble Tack International Limited [Member] | |||||
Loans payable | 2,050 | ||||
Seamless Group Inc [Member] | Mr Takis Wong [Member] | |||||
Interest rate | 12% | ||||
Loans | $ 600 | $ 4.7 | |||
Seamless Group Inc [Member] | Alexander Kong [Member] | |||||
Interest rate | 12% | ||||
Loans | $ 300 | $ 2.5 | |||
Loans payable | $ 4,100 | 1,700 | $ 6,000 | ||
Seamless Group Inc [Member] | DR. Ronnie Hui [Member] | |||||
Loans payable | $ 600 | ||||
Short-Term Debt [Member] | Minimum [Member] | Seamless Group Inc [Member] | |||||
Interest rate | 15% | 16.20% | |||
Debt weighted average interest | 15.90% | 10% | |||
Short-Term Debt [Member] | Maximum [Member] | Seamless Group Inc [Member] | |||||
Interest rate | 17% | 17% | |||
Debt weighted average interest | 15.90% | 16.70% | |||
Long-Term Debt [Member] | Minimum [Member] | Seamless Group Inc [Member] | |||||
Interest rate | 2.50% | 2.50% | |||
Debt weighted average interest | 18% | ||||
Long-Term Debt [Member] | Maximum [Member] | Seamless Group Inc [Member] | |||||
Interest rate | 24% | 24% | |||
Debt weighted average interest | 21.30% |
SCHEDULE OF LONG TERM BORROWING
SCHEDULE OF LONG TERM BORROWINGS (Details) - Seamless Group Inc [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | [2] | ||
2022 | $ 177,796 | $ 344,975 | ||||
2023 | 343,217 | 1,268,584 | ||||
2024 | 366,739 | 368,995 | ||||
2025 | 2,495,650 | 466,764 | ||||
Total | $ 3,383,402 | [1] | $ 2,449,318 | [1],[2] | $ 2,773,118 | |
[1]As of June 30, 2022, the Company had a loan of US$ 2.05 2.5 24.0 18.0 21.3 |
BORROWINGS (Details Narrative)
BORROWINGS (Details Narrative) - Seamless Group Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Loans payable | $ 2,100,000 | |||
Borrowings [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Interest expense | 3,992,501 | $ 2,565,026 | $ 8,603,623 | $ 4,105,464 |
Alexander Kong [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Loans payable | $ 1,700,000 | $ 4,100,000 | $ 6,000,000 |
RECEIVABLE FACTORING (Details N
RECEIVABLE FACTORING (Details Narrative) - Facility Agreement [Member] - Seamless Group Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Interest bearing loans | $ 272,108 | $ 1,014,568 | ||
Effective interest rate | 10% | 10% | ||
Weighted average interest rate | 10% | 9.60% | ||
Interest expense | $ 37,655 | $ 69,611 | $ 138,260 | $ 123,814 |
Minimum [Member] | ||||
Effective interest rate | 7.80% | |||
Maximum [Member] | ||||
Effective interest rate | 10.20% |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND OTHER PAYABLES (Details) - Seamless Group Inc [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts payable | $ 10,848 | $ 7,353 |
Accruals | 11,964,341 | 4,803,814 |
Prefunding from remittance customers | 45,522,545 | 47,290,380 |
Incentives received for credit card program | 700,521 | 704,682 |
Prefunding from airtime customers | 936,740 | 926,791 |
Current portion of finance lease liabilities | 38,437 | 36,993 |
Cash received for the subscription of Convertible Promissory Note | 1,058,072 | 1,064,357 |
Accrued interest | 468,076 | 320,037 |
Tax payable | 16,367 | 324,683 |
Other payables | 684,023 | 678,668 |
Total | $ 61,399,970 | $ 56,157,758 |
SCHEDULE OF CONVERTIBLE BONDS (
SCHEDULE OF CONVERTIBLE BONDS (Details) - Seamless Group Inc [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 14, 2021 | Dec. 31, 2020 | Jul. 30, 2019 |
Short-Term Debt [Line Items] | |||||
Total principal | $ 21,000,000 | $ 26,000,000 | |||
Less: unamortized debt discount | (4,246,810) | (377,901) | |||
Net carrying amount | 16,753,190 | 25,622,099 | |||
Less: maturing within one year | (7,561,050) | (25,622,099) | |||
Convertible bonds | $ 12,009,300 | 9,192,140 | |||
Convertible Bond A [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total principal | 22,500,000 | ||||
Less: unamortized debt discount | (2,134,031) | ||||
Convertible Bond B [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total principal | 20,000,000 | $ 18,000,000 | |||
Less: unamortized debt discount | (6,634,030) | ||||
Convertible Bond C [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total principal | 1,000,000 | ||||
Less: unamortized debt discount | (49,353) | ||||
Convertible Bond D [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total principal | $ 3,500,000 | $ 3,500,000 |
CONVERTIBLE BONDS (Details Narr
CONVERTIBLE BONDS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Sep. 14, 2021 | Jul. 30, 2019 | Sep. 14, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Short-Term Debt [Line Items] | ||||||||
Interest rate | 50% | |||||||
Seamless Group Inc [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Pricipal amount of debt | $ 7,500,000 | |||||||
Interest Payable | $ 468,076 | $ 320,037 | ||||||
Principal amount of debt | 21,000,000 | 26,000,000 | ||||||
Debt discount | 4,246,810 | 377,901 | ||||||
Amortization of debt discount | $ 1,760,426 | $ 266,754 | 2,814,474 | 533,508 | ||||
Convertible Bond A [Member] | Seamless Group Inc [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Pricipal amount of debt | $ 22,500,000 | $ 30,000,000 | ||||||
Interest rate | 12% | |||||||
Debt instrument maturity date | Sep. 14, 2021 | |||||||
Convertible conversion price per share | $ 12,870.50 | |||||||
Principal amount of debt | 22,500,000 | |||||||
Debt Instrument, Redemption, Description | By a redemption notice dated December 6, 2021, the bond holder applied to exercise the redemption right, on December 24, 2021. The Company then agreed to amend and supplement Convertible Bond B by entering into the supplemental deed signed on December 20, 2021. The supplemental deed stipulates that the US$18,000,000 redemption right will be exercisable in three stages | |||||||
Loss on extinguishment of debt | 119,155 | |||||||
Debt discount | $ 2,134,031 | |||||||
Amended and Restated Convertible Bond A [Member] | Seamless Group Inc [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Pricipal amount of debt | $ 27,000,000 | |||||||
Interest rate | 15% | |||||||
Debt instrument maturity date | Sep. 14, 2023 | |||||||
Interest Payable | $ 4,500,000 | |||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 24% | |||||||
Convertible Bond B [Member] | Seamless Group Inc [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Principal amount of debt | $ 18,000,000 | 20,000,000 | ||||||
Debt discount | 6,634,030 | |||||||
Convertible Bond B [Member] | Seamless Group Inc [Member] | Debt Instrument, Redemption, Period One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
[custom:DebtRedemptionAmount-0] | 7,000,000 | |||||||
Convertible Bond B [Member] | Seamless Group Inc [Member] | Debt Instrument, Redemption, Period Two [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
[custom:DebtRedemptionAmount-0] | $ 5,000,000 | |||||||
Convertible Band C [Member] | Seamless Group Inc [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible conversion price per share | $ 6.21335 | |||||||
[custom:DebtInstrumentRedeemedBond] | $ 7,000,000 | |||||||
[custom:DebtInstrumentAdditionBond] | $ 1,000,000 | |||||||
Convertible Bond C [Member] | Seamless Group Inc [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Principal amount of debt | 1,000,000 | |||||||
Debt discount | 49,353 | |||||||
Convertible Bond D [Member] | Seamless Group Inc [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest rate | 12% | |||||||
Debt instrument maturity date | Jul. 16, 2021 | |||||||
Principal amount of debt | $ 3,500,000 | $ 3,500,000 |
SCHEDULE OF REVENUE (Details)
SCHEDULE OF REVENUE (Details) - Seamless Group Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 25,314,688 | $ 30,211,584 | $ 57,501,370 | $ 61,564,838 |
Remittance Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 30,196,550 | 29,245,132 | ||
Sales of Airtime [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 24,538,576 | 22,054,903 | ||
Service, Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 2,766,245 | $ 10,264,804 |
SCHEDULE OF POST-EMPLOYMENT BEN
SCHEDULE OF POST-EMPLOYMENT BENEFITS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Seamless Group Inc [Member] | ||
Post-employment benefit obligation | $ 56,081 |
SCHEDULE OF CONSOLIDATED STATEM
SCHEDULE OF CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Details) - Seamless Group Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current service cost | $ 33,387 | |
Loss on settlement | 12,145 | |
Interest expense | 2,026 | |
Past service cost | ||
Total post-employment benefit expenses | 47,558 | |
Actuarial gain in other comprehensive income | (14,009) | |
Total expenses | $ 33,549 |
SCHEDULE OF RECOGNIZED IN CONSO
SCHEDULE OF RECOGNIZED IN CONSOLIDATED BALANCE SHEETS (Details) - Seamless Group Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Beginning balance | $ 56,081 | $ 34,817 |
Post-employment benefits expense | 47,558 | |
Benefit payment | (12,285) | |
Actuarial gain | (14,009) | |
Deconsolidation of a subsidiary | (56,081) | |
Ending balance | $ 56,081 |
SCHEDULE OF DEFINED BENEFIT PLA
SCHEDULE OF DEFINED BENEFIT PLAN, ASSUMPTIONS (Details) - Seamless Group Inc [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Discount rate | 7.25% |
Salary increment rate | 8.50% |
Mortality rate | 100% |
Resignation rate | 5% per annum up to age 25, decreasing linearly to 0% per annum at age 55 |
Normal pension | 55 years old |
SCHEDULE OF EFFECT OF ONE-PERCE
SCHEDULE OF EFFECT OF ONE-PERCENTAGE-POINT CHANGE IN ASSUMED (Details) - Seamless Group Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
a. Present value of defined benefit obligation (“PVDBO”) rate +1% | $ (7,864) | |
b. PVDBO rate -1% | 9,655 | |
a. PVDBO rate +1% | 9,735 | |
b. PVDBO rate -1% | $ (8,066) |
DEFINED CONTRIBUTION PLANS (Det
DEFINED CONTRIBUTION PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Seamless Group Inc [Member] | ||
Defined Contribution Plan, Cost | $ 440,725 | $ 393,393 |
SCHEDULE OF INCOME BEFORE INCOM
SCHEDULE OF INCOME BEFORE INCOME TAX (Details) - Seamless Group Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss before income tax | $ (3,696,812) | $ (73,977) | $ (12,131,597) | $ (3,573,544) |
MALAYSIA | ||||
Loss before income tax | 4,235,091 | 4,802,216 | ||
INDONESIA | ||||
Loss before income tax | 561,712 | (1,279,023) | ||
HONG KONG | ||||
Loss before income tax | (17,250,286) | (7,591,181) | ||
Others [Member] | ||||
Loss before income tax | $ 321,886 | $ 494,444 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (Details) - Seamless Group Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax expense | $ 1,123,437 | $ 2,017,106 | ||
Deferred income tax benefit | $ (184,867) | $ (184,867) | (369,734) | (524,609) |
Income tax expense Benefit | $ 553,559 | $ 540,702 | $ 753,703 | $ 1,492,497 |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - Seamless Group Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income before income tax | $ (12,131,597) | $ (3,573,542) | ||
Tax calculated at Hong Kong profits tax rate | (2,001,717) | (589,634) | ||
Effect of different tax rates applicable to different jurisdictions | 2,227,715 | 1,112,450 | ||
Income not subject to tax | (291,197) | (242,480) | ||
Non-deductible expenses | 212,759 | 244,334 | ||
Change in valuation allowance | 318,215 | (19,729) | ||
Underprovision of current tax in the previous financial year | 228,936 | 325,563 | ||
Tax effect on deductible temporary differences | 58,992 | 589,488 | ||
Others | 72,505 | |||
Income tax | $ 553,559 | $ 540,702 | $ 753,703 | $ 1,492,497 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - Seamless Group Inc [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Tax losses carried forward | $ 6,341,531 | $ 6,017,826 |
Equipment | (85,534) | (83,457) |
Accrued expenses | 189,163 | 655,776 |
Others | 50,987 | |
Deferred tax gross | 6,445,160 | 6,641,132 |
Valuation allowance | (6,339,009) | (6,297,150) |
Total deferred tax assets | 106,151 | 343,982 |
Fixed assets | (1,804) | |
Intangible assets | (1,924,455) | (2,294,189) |
Others | (61,622) | (61,622) |
Total deferred tax liabilities | (1,986,077) | (2,357,615) |
Net deferred tax liabilities | $ (1,879,926) | $ (2,013,633) |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - Seamless Group Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
HONG KONG | ||
Corporate tax rate | 16.50% | |
Operating Loss Carryforwards | $ 36,801,415 | $ 31,687,236 |
MALAYSIA | ||
Corporate tax rate | 24% | |
Operating Loss Carryforwards | $ 502,913 | 573,219 |
INDONESIA | ||
Corporate tax rate | 22% | |
Operating Loss Carryforwards | $ 89,576 | 2,081,217 |
SINGAPORE | ||
Corporate tax rate | 17% | |
Operating Loss Carryforwards | $ 294,942 | 503,580 |
UNITED KINGDOM | ||
Corporate tax rate | 19% | |
Operating Loss Carryforwards | $ 696,906 | $ 727,333 |
SCHEDULE OF SEGMENT REPORTING F
SCHEDULE OF SEGMENT REPORTING FOR REVENUE (Details) - Seamless Group Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 25,314,688 | $ 30,211,584 | $ 57,501,370 | $ 61,564,838 |
Cost of sales | (17,977,675) | (21,088,410) | (39,604,341) | (45,574,645) |
Gross Profit | 7,337,013 | 9,123,174 | 17,897,029 | 15,990,193 |
Remittance Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 30,196,550 | 29,245,132 | ||
Cost of sales | (14,712,592) | (15,786,115) | ||
Sales of Airtime [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 12,473,686 | 12,557,083 | 26,985,504 | 32,215,713 |
Cost of sales | (11,854,806) | (13,707,958) | (24,682,635) | (29,567,857) |
Gross Profit | 618,880 | 1,296,053 | 2,302,869 | 2,647,856 |
Other Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 98,343 | 29,980 | 319,316 | 103,993 |
Cost of sales | (113,888) | (98,797) | (209,114) | (220,673) |
Gross Profit | (15,545) | (68,817) | 110,202 | (116,680) |
Remittance Services Expense [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 12,743,018 | 15,177,593 | ||
Cost of sales | (6,008,981) | (7,281,655) | ||
Gross Profit | $ 6,733,678 | $ 7,895,938 | $ 15,483,958 | $ 13,459,017 |
SCHEDULE FOR ADDITIONS TO LONG-
SCHEDULE FOR ADDITIONS TO LONG-LIVED ASSETS OTHER THAN GOODWILL AND ACQUIRED INTANGIBLE ASSETS (Details) - Seamless Group Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets | $ 111,260 | $ 46,918 | $ 405,880 | $ 445,313 |
Remittance Services Expense [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets | 405,880 | 221,991 | ||
Sales of Airtime [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets | 223,322 | |||
Other Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets |
SCHEDULE OF GEOGRAPHICAL INFORM
SCHEDULE OF GEOGRAPHICAL INFORMATION (Details) - Seamless Group Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 25,314,688 | $ 30,211,584 | $ 57,501,370 | $ 61,564,838 |
HONG KONG | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 8,307,589 | 10,899,931 | ||
MALAYSIA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 46,746,853 | 40,504,097 | ||
INDONESIA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 2,446,928 | $ 10,160,810 |
SCHEDULE OF LONG LIVED ASSETS G
SCHEDULE OF LONG LIVED ASSETS GEOGRAPHICAL INFORMATION (Details) - Seamless Group Inc [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-Lived Assets | $ 6,827,778 | $ 7,568,291 | |
Investment in an equity security | $ 100,000 | 100,000 | 100,000 |
Deferred tax assets | 106,151 | ||
Goodwill | $ 27,081,118 | 19,229,528 | 19,618,594 |
Acquired intangible assets | 8,007,788 | 9,559,120 | |
Long-lived assets other than goodwill and acquired intangible assets | 34,271,245 | 36,846,005 | |
HONG KONG | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-Lived Assets | 5,897,263 | 6,386,015 | |
MALAYSIA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-Lived Assets | 930,515 | 758,621 | |
INDONESIA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-Lived Assets | $ 423,655 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - Seamless Group Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Purchase of intangible assets | $ 2,705,677 | |||
Sino Dynamic Solutions Limited [Member] | ||||
Purchase of intangible assets | 2,705,677 | $ 3,599,144 | $ 399,687 | |
Support and maintenance costs | $ 459,893 | $ 463,828 | $ 926,156 | $ 850,947 |
SCHEDULE OF RELATED PARTY BALAN
SCHEDULE OF RELATED PARTY BALANCES (Details) - Seamless Group Inc [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Amounts due from related parties | $ 2,391,079 | $ 2,891,286 | $ 144,922 |
Amounts due to related parties | 55,946,877 | 52,165,395 | 41,142,728 |
P T WalletKu Indompet Indonesia [Member] | |||
Amounts due from related parties | 1,280,488 | ||
Sino Dynamic Solutions Limited [Member] | |||
Amounts due from related parties | 2,286,790 | 965,843 | 44,362 |
Others [Member] | |||
Amounts due from related parties | 104,289 | 644,955 | 100,560 |
Amounts due to related parties | 1,781,066 | 2,949,956 | 2,562,825 |
Regal Planet Limited [Member] | |||
Amounts due to related parties | 49,421,214 | 47,545,616 | 38,579,903 |
Mr Alexander Kong [Member] | |||
Amounts due to related parties | 177,538 | 1,669,823 | |
Ripple Labs Singapore Pte Ltd [Member] | |||
Amounts due to related parties | $ 4,567,059 |
DECONSOLIDATION OF DYNAMIC IN_3
DECONSOLIDATION OF DYNAMIC INDONESIA HOLDINGS LIMITED (Details Narrative) - Seamless Group Inc [Member] - USD ($) | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 13, 2020 |
Due from related party | $ 2,391,079 | $ 2,891,286 | $ 144,922 | ||
Dynamic Indonesia Holdings Ltd [Member] | |||||
Deconsolidation, Related Party, Description | In March 2021, the third party converted the loan for 51% of the equity interest in Dynamic Indonesia Holdings Limited. | ||||
Ownership percentage | 51% | ||||
Dynamic Indonesia Holdings Limited [Member] | |||||
Due from related party | $ 1,000,000 |
SCHEDULE OF CONDENSED BALANCE S
SCHEDULE OF CONDENSED BALANCE SHEETS OF THE PARENT COMPANY (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Current assets: | |||||||
Cash and cash equivalents | $ 551,858 | $ 1,028,183 | |||||
Total current assets | 658,573 | 1,632,290 | |||||
Total assets | 204,870,102 | 204,632,996 | |||||
Current liabilities: | |||||||
Accruals and other payables | 1,914,948 | 76,474 | |||||
Amounts due to related parties | 46,867 | ||||||
Total current liabilities | 1,961,815 | 76,474 | |||||
Total liabilities | 7,961,779 | 6,076,438 | |||||
Shareholders’ deficit: | |||||||
Additional paid-in capital | |||||||
Accumulated deficit | (7,303,789) | (4,442,807) | |||||
Total liabilities, mezzanine equity and shareholders’ deficit | $ 204,870,102 | 204,632,996 | |||||
Seamless Group Inc [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ 59,074,344 | 62,754,165 | $ 61,099,669 | ||||
Short-term investments | 2,050,144 | 2,063,003 | 2,024,057 | ||||
Prepayments, deposits and other receivables | 21,150,999 | 22,773,279 | 19,030,860 | ||||
Total current assets | 98,145,563 | 102,513,388 | 98,143,854 | ||||
Total assets | 138,840,159 | 136,784,633 | 135,333,841 | ||||
Current liabilities: | |||||||
Borrowings | 4,927,019 | [1] | 3,799,427 | [1],[2] | 3,417,996 | [2] | |
Accruals and other payables | 60,101,111 | 61,399,970 | 56,157,758 | ||||
Amounts due to related parties | 55,946,877 | 52,165,395 | 41,142,728 | ||||
Convertible bonds | 5,210,233 | 7,561,050 | 25,622,099 | ||||
Total current liabilities | 131,926,133 | 131,572,066 | 132,918,186 | ||||
Borrowings | 3,011,806 | 2,104,343 | 2,535,126 | ||||
Convertible bonds | 12,009,300 | 9,192,140 | |||||
Total liabilities | 148,758,295 | 144,878,384 | 137,931,422 | ||||
Shareholders’ deficit: | |||||||
Common shares (US$0.001 par value; 58,030,000 shares authorized, issued and outstanding as of December 31, 2021 and 2020) | 58,030 | 58,030 | 58,030 | ||||
Additional paid-in capital | 29,172,373 | 29,172,373 | 22,488,990 | ||||
Accumulated deficit | (64,763,902) | (60,090,694) | (45,241,495) | ||||
Accumulated other comprehensive loss | 468,249 | 52,457 | 48,172 | ||||
Total shareholders’ deficit | (35,065,250) | (30,807,834) | (22,646,303) | ||||
Total liabilities, mezzanine equity and shareholders’ deficit | $ 138,840,159 | 136,784,633 | 135,333,841 | ||||
Parent Company [Member] | Seamless Group Inc [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 25,648 | 93,036 | |||||
Short-term investments | 2,012,562 | 2,024,057 | |||||
Prepayments, deposits and other receivables | 2,751,066 | 2,754,125 | |||||
Amounts due from subsidiaries | 5,610,972 | 8,722,221 | |||||
Amounts due from related parties | 1,857,039 | 386,007 | |||||
Total current assets | 12,257,287 | 13,979,446 | |||||
Investments in subsidiaries | 26,171,064 | 29,745,028 | |||||
Investment in an equity security | 100,000 | 100,000 | |||||
Total assets | 38,528,351 | 43,824,474 | |||||
Current liabilities: | |||||||
Borrowings | 1,666,989 | 1,225,421 | |||||
Accruals and other payables | 1,596,197 | 1,446,929 | |||||
Amounts due to subsidiaries | 215,889 | 79,054 | |||||
Amounts due to related parties | 48,338,222 | 38,280,613 | |||||
Convertible bonds | 7,561,050 | 25,622,099 | |||||
Total current liabilities | 59,378,347 | 66,654,116 | |||||
Borrowings | 923,256 | ||||||
Convertible bonds | 9,192,140 | ||||||
Total liabilities | 69,493,743 | 66,654,116 | |||||
Shareholders’ deficit: | |||||||
Common shares (US$0.001 par value; 58,030,000 shares authorized, issued and outstanding as of December 31, 2021 and 2020) | 58,030 | 58,030 | |||||
Additional paid-in capital | 29,172,373 | 22,488,990 | |||||
Accumulated deficit | (60,105,962) | (45,256,763) | |||||
Accumulated other comprehensive loss | (89,833) | (119,899) | |||||
Total shareholders’ deficit | (30,965,392) | (22,829,642) | |||||
Total liabilities, mezzanine equity and shareholders’ deficit | $ 38,528,351 | $ 43,824,474 | |||||
[1]As of June 30, 2022, the Company obtained several loans from individuals amounted to US$ 2.1 0.6 10.0 15.9 15.0 17.0 16.2 17.0 15.9 16.7 |
SCHEDULE OF CONDENSED BALANCE_2
SCHEDULE OF CONDENSED BALANCE SHEETS OF THE PARENT COMPANY (Details) (Parenthetical) - Seamless Group Inc [Member] - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Financial Statements, Captions [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 58,030,000 | 58,030,000 | 58,030,000 |
Common stock, shares issued | 58,030,000 | 58,030,000 | |
Common stock, shares outstanding | 58,030,000 | 58,030,000 |
SCHEDULE OF CONDENSED STATEMENT
SCHEDULE OF CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Details) - Seamless Group Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Financial Statements, Captions [Line Items] | ||||
General and administrative expenses | $ (8,954,715) | $ (7,892,251) | $ (17,744,415) | $ (16,351,053) |
Finance costs, net | (3,992,501) | (2,565,026) | (11,539,349) | (4,652,626) |
Loss before income tax | (3,696,812) | (73,977) | (12,131,597) | (3,573,544) |
Income tax expenses | (553,559) | (540,702) | (753,703) | (1,492,497) |
Net loss attributable to Seamless Group Inc. | (4,673,208) | (2,073,739) | (14,849,199) | (6,724,427) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | 372,281 | (209,093) | 26,245 | 90,496 |
Total comprehensive loss | $ (3,878,090) | $ (823,772) | (12,859,055) | (4,961,536) |
Parent Company [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
General and administrative expenses | (639,125) | (803,469) | ||
Finance costs, net | (10,636,110) | (3,802,013) | ||
Share of results from subsidiaries | (3,573,964) | (2,118,945) | ||
Loss before income tax | (14,849,199) | (6,724,427) | ||
Income tax expenses | ||||
Net loss attributable to Seamless Group Inc. | (14,849,199) | (6,724,427) | ||
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | 26,245 | 90,496 | ||
Total comprehensive loss | $ (14,822,954) | $ (6,633,931) |
SCHEDULE OF CONDENSED STATEME_2
SCHEDULE OF CONDENSED STATEMENTS OF CASH FLOWS (Details) - USD ($) | 6 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in operating assets and liabilities: | |||||||
Prepayments, deposits and other receivables | $ 25,000 | ||||||
Accruals and other payables | 4,055 | 1,838,474 | |||||
Net cash provided by (used in) operating activities | (778) | (523,192) | $ (711,252) | ||||
Cash flows from investing activities: | |||||||
Net cash used in investing activities | (202,998,782) | ||||||
Cash flows from financing activities: | |||||||
Amounts due to related parties | 46,867 | ||||||
Net cash used in financing activities | $ 25,000 | 46,867 | 204,738,217 | ||||
Seamless Group Inc [Member] | |||||||
Cash flows from operating activities: | |||||||
Net loss | $ (4,673,208) | $ (2,073,739) | $ (14,849,199) | $ (6,724,427) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Amortization of discount on convertible bonds | 1,760,426 | 266,754 | 2,814,474 | 533,508 | |||
Unrealized foreign exchange gain | 804,171 | (1,114,262) | (2,106,616) | (269,191) | |||
Changes in operating assets and liabilities: | |||||||
Prepayments, deposits and other receivables | 1,976,355 | 9,887,695 | (1,764,492) | (5,074,460) | |||
Net cash provided by (used in) operating activities | 2,096,271 | (2,525,023) | 12,079,650 | 19,151,611 | |||
Cash flows from investing activities: | |||||||
Net cash used in investing activities | (311,260) | (2,753,052) | (406,338) | 19,917,224 | |||
Cash flows from financing activities: | |||||||
Proceeds from borrowings | 2,115,603 | 386,525 | 4,737,516 | 5,701,358 | |||
Repayment of borrowings | (2,011,530) | (1,954,896) | (3,646,097) | ||||
Repayment of convertible bonds | (3,500,000) | (10,500,000) | |||||
Net cash used in financing activities | (5,008,488) | (1,835,460) | (10,124,814) | 5,692,372 | |||
Parent Company [Member] | Seamless Group Inc [Member] | |||||||
Cash flows from operating activities: | |||||||
Net loss | (14,849,199) | (6,724,427) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Amortization of discount on convertible bonds | 2,814,474 | 533,508 | |||||
Unrealized foreign exchange gain | (144,611) | ||||||
Share of results from subsidiaries | 3,573,964 | 2,118,945 | |||||
Changes in operating assets and liabilities: | |||||||
Prepayments, deposits and other receivables | (13,246) | 44,617 | |||||
Accruals and other payables | 5,667,902 | 30,445 | |||||
Net cash provided by (used in) operating activities | (2,950,716) | (3,996,912) | |||||
Cash flows from investing activities: | |||||||
(Increase) decrease in short-term investments | (458) | 1,178,864 | |||||
Net cash used in investing activities | (458) | 1,178,864 | |||||
Cash flows from financing activities: | |||||||
Proceeds from borrowings | 2,590,245 | 1,225,421 | |||||
Repayment of borrowings | (1,225,381) | ||||||
Repayment of convertible bonds | (10,500,000) | ||||||
Amounts due from related parties | 1,593,193 | 2,101,398 | |||||
Amounts due to related parties | 10,453,690 | (1,415,827) | |||||
Net cash used in financing activities | 2,911,747 | 1,910,992 | |||||
Net decrease in cash and cash equivalents | (39,427) | (907,056) | |||||
Effect of exchange rate changes on cash and cash equivalents | (27,961) | 3,466 | |||||
Cash and cash equivalents at beginning of year | $ 25,648 | $ 93,036 | $ 25,648 | 93,036 | 996,626 | ||
Cash and cash equivalents at end of year | $ 25,648 | $ 25,648 | $ 93,036 |
SCHEDULE OF FINANCIAL INFORMATI
SCHEDULE OF FINANCIAL INFORMATION FOR THE SIGNIFICANT SUBSIDIARIES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Condensed Financial Statements, Captions [Line Items] | |||||
Current assets | $ 1,632,290 | $ 658,573 | |||
Current liabilities | (76,474) | $ (1,961,815) | |||
Seamless Group Inc [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Current assets | $ 98,145,563 | 102,513,388 | $ 98,143,854 | ||
Current liabilities | (131,926,133) | (131,572,066) | (132,918,186) | ||
Revenue | 25,314,688 | $ 30,211,584 | 57,501,370 | 61,564,838 | |
Net (loss) income | $ (4,673,208) | $ (2,073,739) | (14,849,199) | (6,724,427) | |
Subsidiaries [Member] | Seamless Group Inc [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Current assets | 108,129,821 | 105,491,998 | |||
Non-current assets | 9,223,582 | 8,896,219 | |||
Current liabilities | (89,952,880) | (87,526,544) | |||
Non-current liabilities | (1,320,025) | (2,654,400) | |||
Revenue | 61,128,972 | 64,198,410 | |||
Net (loss) income | $ (137,004) | $ 138,938 |
SCHEDULE OF INVESTMENT ACTIVITY
SCHEDULE OF INVESTMENT ACTIVITY (Details) - Seamless Group Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Financial Statements, Captions [Line Items] | ||
Balance at the beginning of year | $ 29,745,028 | $ 31,863,974 |
Allocated loss | (3,573,964) | (2,118,946) |
Balance at the end of year | $ 26,171,064 | $ 29,745,028 |
SCHEDULE OF PURCHASE PRICE OF A
SCHEDULE OF PURCHASE PRICE OF ACQUISITION (Details) - Seamless Group Inc [Member] - USD ($) | Jun. 02, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill (Note 3) | $ 27,081,118 | $ 19,229,528 | $ 19,618,594 | |
Dynamic Indonesia Holdings Limited [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Net assets acquired (i) | $ (1,590,634) | |||
Goodwill (Note 3) | 7,851,590 | |||
Non-controlling interests | (3,931,441) | |||
Total | 2,329,515 | |||
Cash consideration | 200,000 | |||
Fair value of previously held equity interests | $ 2,129,515 |
ACQUISITION OF DYNAMIC INDONE_3
ACQUISITION OF DYNAMIC INDONESIA HOLDINGS LIMITED (Details Narrative) - USD ($) | 3 Months Ended | |||
Jun. 02, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | ||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 25,100 | ||
Seamless Group Inc [Member] | Dynamic Indonesia Holdings Limited [Member] | ||||
Accounts receivables and other receivables | $ 600,000 | |||
Property plant and equipment | 200,000 | |||
Operating lease right-of-use assets | 100,000 | |||
Other assets | 1,600,000 | |||
Liabilities | $ 4,100,000 | |||
Dynamic Indonesia Holdings Ltd [Member] | Seamless Group Inc [Member] | ||||
Ownership percentage | 51% | |||
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Seamless Group Inc [Member] | Minimum [Member] | ||||
Ownership percentage | 49% | |||
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Seamless Group Inc [Member] | Maximum [Member] | ||||
Ownership percentage | 51% | |||
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Five [Member] | Seamless Group Inc [Member] | ||||
Stock Issued During Period, Shares, New Issues | 5,000 | |||
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Seamless Group Inc [Member] | ||||
Stock Issued During Period, Shares, New Issues | 1,000 | |||
Issuance of Class B ordinary shares to Sponsor | $ 200,000 | |||
[1]Effective on November 18, 2021, the Subscription Agreement was amended and restated to reflect an additional issuance to Sponsor of 801,833 5,833,083 |