| 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. As of December 31, 2021 and 2020, the outstanding balances of US$ 21,000,000 22,500,000 |
| 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) |
