Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41079 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | IFIN.U | |
Security Exchange Name | NYSE | |
Class A ordinary shares, par value $0.0001 per share | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | IFIN | |
Security Exchange Name | NYSE | |
Redeemable warrants, exercisable for Class A ordinary shares at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Redeemable warrants, exercisable for Class A ordinary shares at an exercise price of $11.50 per share | |
Trading Symbol | IFIN.WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 7,408,425 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 5,833,083 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 80,473 | $ 271,467 |
Prepaid expenses | 94,553 | |
Total Current Assets | 80,473 | 366,020 |
Cash and marketable securities held in Trust Account | 81,950,013 | 208,932,880 |
TOTAL ASSETS | 82,030,486 | 209,298,900 |
Current Liabilities | ||
Working capital loan- related party | 250,000 | |
Total current liabilities | 4,251,595 | 2,854,360 |
Deferred underwriter fee payable | 5,999,964 | 5,999,964 |
TOTAL LIABILITIES | 10,251,559 | 8,854,324 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption; 7,408,425 and 19,999,880 shares at redemption value, respectively | 81,950,013 | 208,932,880 |
Shareholders’ Deficit | ||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Ordinary Shares | ||
Additional paid-in capital | ||
Accumulated deficit | (10,171,669) | (8,488,887) |
Total Shareholders’ Deficit | (10,171,086) | (8,488,304) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 82,030,486 | 209,298,900 |
Common Class A [Member] | ||
Shareholders’ Deficit | ||
Ordinary Shares | ||
Common Class B [Member] | ||
Shareholders’ Deficit | ||
Ordinary Shares | 583 | 583 |
Nonrelated Party [Member] | ||
Current Liabilities | ||
Accrued expenses | 3,832,568 | 2,787,773 |
Related Party [Member] | ||
Current Liabilities | ||
Accrued expenses | $ 169,027 | $ 66,587 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Class A ordinary shares subject to possible redemption, shares | 7,408,425 | 19,999,880 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Class A ordinary shares subject to possible redemption, shares | 7,408,425 | 19,999,880 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 5,833,083 | 5,833,083 |
Ordinary shares, shares outstanding | 5,833,083 | 5,833,083 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Formation and operating costs | $ 517,016 | $ 1,118,431 | $ 1,531,767 | $ 2,859,058 |
Administrative expenses from related party | 36,000 | 151,015 | ||
Loss from operation costs | (553,016) | (1,118,431) | (1,682,782) | (2,859,058) |
Other income: | ||||
Interest earned on marketable securities held in Trust Account | 1,232,175 | 916,262 | 4,082,108 | 1,210,823 |
Net Income (Loss) | $ 679,159 | $ (202,169) | $ 2,399,326 | $ (1,648,235) |
Common Class A [Member] | ||||
Other income: | ||||
Weighted average shares outstanding of ordinary share, basic | 8,638,340 | 19,999,880 | 10,906,129 | 19,999,880 |
Weighted average shares outstanding of ordinary share, diluted | 8,638,340 | 19,999,880 | 10,906,129 | 19,999,880 |
Basic net loss per ordinary share | $ 0.05 | $ (0.01) | $ 0.14 | $ (0.06) |
Diluted net loss per ordinary share | $ 0.05 | $ (0.01) | $ 0.14 | $ (0.06) |
Common Class B [Member] | ||||
Other income: | ||||
Weighted average shares outstanding of ordinary share, basic | 5,833,083 | 5,833,083 | 5,833,083 | 5,833,083 |
Weighted average shares outstanding of ordinary share, diluted | 5,833,083 | 5,833,083 | 5,833,083 | 5,833,083 |
Basic net loss per ordinary share | $ 0.05 | $ (0.01) | $ 0.14 | $ (0.06) |
Diluted net loss per ordinary share | $ 0.05 | $ (0.01) | $ 0.14 | $ (0.06) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 583 | $ (4,442,807) | $ (4,442,224) | ||
Balance, shares at Dec. 31, 2021 | 5,833,083 | ||||
Net income (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 | (4,442,807) | (4,442,224) | ||
Balance, shares at Dec. 31, 2021 | 5,833,083 | ||||
Net income (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 income (loss) | (983,499) | (983,499) | |||
Balance at Jun. 30, 2022 | $ 583 | (6,185,358) | (6,184,775) | ||
Balance, shares at Jun. 30, 2022 | 5,833,083 | ||||
Accretion of Class A ordinary shares to redemption value | (916,262) | (916,262) | |||
Net income (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 | ||||
Balance at Dec. 31, 2022 | $ 583 | (8,488,887) | (8,488,304) | ||
Balance, shares at Dec. 31, 2022 | 5,833,083 | ||||
Accretion of Class A ordinary shares to redemption value | (580,000) | (1,631,158) | (2,211,158) | ||
Contribution for extension | 580,000 | 580,000 | |||
Net income (loss) | 998,238 | 998,238 | |||
Balance at Mar. 31, 2023 | $ 583 | (9,121,807) | (9,121,224) | ||
Balance, shares at Mar. 31, 2023 | 5,833,083 | ||||
Balance at Dec. 31, 2022 | $ 583 | (8,488,887) | (8,488,304) | ||
Balance, shares at Dec. 31, 2022 | 5,833,083 | ||||
Net income (loss) | 2,399,326 | ||||
Balance at Sep. 30, 2023 | $ 583 | (10,171,669) | (10,171,086) | ||
Balance, shares at Sep. 30, 2023 | 5,833,083 | ||||
Balance at Mar. 31, 2023 | $ 583 | (9,121,807) | (9,121,224) | ||
Balance, shares at Mar. 31, 2023 | 5,833,083 | ||||
Accretion of Class A ordinary shares to redemption value | (870,000) | (1,218,775) | (2,088,775) | ||
Contribution for extension | 870,000 | 870,000 | |||
Net income (loss) | 721,929 | 721,929 | |||
Balance at Jun. 30, 2023 | $ 583 | (9,618,653) | (9,618,070) | ||
Balance, shares at Jun. 30, 2023 | 5,833,083 | ||||
Accretion of Class A ordinary shares to redemption value | (610,000) | (1,232,175) | (1,842,175) | ||
Contribution for extension | 610,000 | 610,000 | |||
Net income (loss) | 679,159 | 679,159 | |||
Balance at Sep. 30, 2023 | $ 583 | $ (10,171,669) | $ (10,171,086) | ||
Balance, shares at Sep. 30, 2023 | 5,833,083 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2,399,326 | $ (1,648,235) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on securities held in Trust Account | (4,082,108) | (1,210,823) |
Changes in operating assets and liabilities: | ||
Prepaid insurance | 94,553 | 497,392 |
Accrued expenses | 1,044,795 | 1,838,474 |
Accrued expenses – related party | 102,440 | |
Net cash used in operating activities | (440,994) | (523,192) |
Cash flows from investing activities: | ||
Cash withdrawn from Trust Account in connection with redemption | 133,124,975 | |
Investment of cash in Trust Account | (2,060,000) | |
Net cash provided by investing activities | 131,064,975 | |
Cash flows from financing activities: | ||
Redemption of Class A ordinary shares | (133,124,975) | |
Contribution for extension | 2,060,000 | |
Proceeds from working capital loan- related party | 250,000 | |
Due to related parties | 46,867 | |
Net cash (used in) provided by financing activities | (130,814,975) | 46,867 |
Net change in cash | (190,994) | (476,325) |
Cash at beginning of period | 271,467 | 1,028,183 |
Cash at end of period | 80,473 | 551,858 |
Non-cash investing and financing activities: | ||
Accretion of Class A ordinary shares to redemption value | $ 6,142,108 | $ 1,212,747 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN InFinT Acquisition Corporation (the “Company” or “INFINT”) is a blank check company incorporated in the Cayman Islands on March 8, 2021 At September 30, 2023, the Company had not yet commenced any operations. All activity through September 30, 2023 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 (Unaudited) 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 private placement units (“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 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 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 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. On August 3, 2022, the Company entered into a Business Combination Agreement with FINTECH Merger Sub Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub”), and Seamless Group Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Seamless”) (as amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023, and as may be amended and restated from time to time, the “Business Combination Agreement”). The Business Combination Agreement was unanimously approved by the Company’s board of directors. If the Business Combination Agreement is approved by the Company’s shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless (the “Merger”), with Seamless surviving the Merger as a wholly owned subsidiary of the Company (Seamless, as the surviving entity of the Merger, is referred to herein as “New Seamless” and such transactions are referred to collectively as the “Proposed Transactions”). Under the Business Combination Agreement, holders of Seamless’ shares (“Seamless Shareholders”) are expected to receive $ 400,000,000 0.0001 400,000,000 10.00 In accordance with the provisions of the Charter and the Business Combination Agreement, as amended, Seamless deposited additional funds in the amount of $ 2,999,982 On February 13, 2023, the Company’s shareholders approved a special resolution (the “First Extension Proposal”) to amend the Charter to extend the date that the Company has to consummate a business combination from February 23, 2023 to August 23, 2023, or such earlier date as determined by the Company’s board of directors. Under Cayman Islands law, the amendment to the Charter took effect upon approval of the First Extension Proposal. Accordingly, the Company had until August 23, 2023 to consummate its initial business combination. In connection with the votes to approve the First Extension Proposal, the holders of 10,415,452 10.49 109.31 100.59 On August 18, 2023, the Company’s shareholders approved a special resolution (the “Second Extension Proposal”) to amend the Charter to extend the date that the Company has to consummate a business combination from August 23, 2023 to February 23, 2024, or such earlier date as determined by the Company’s board of directors (such date, the “Extended Date”). Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Second Extension Proposal. Accordingly, the Company now has until February 23, 2024 to consummate its initial business combination (the “Combination Period”). In connection with the votes to approve the Second Extension Proposal, the holders of 2,176,003 10.94 23.8 81.1 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 In accordance with the Business Combination Agreement, as amended, additional funds in the amount of $ 290,000 rd 1,740,000 In accordance with the approval of the Second Extension Proposal, additional funds in the amount of $ 160,000 160,000 0.04 640,000 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 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 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 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 Going Concern, Liquidity and Capital Resources As of September 30, 2023, the Company had approximately $ 80,473 4,171,122 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 INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 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 $ 80,473 On August 3, 2022, the Company entered into a Business Combination Agreement with Seamless, as discussed above. The Business Combination Agreement was amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by required liquidation date. On August 18, 2023, the Company’s shareholders approved the Second Extension Proposal. Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Second Extension Proposal. Accordingly, the Company now has until February 23, 2024 to consummate its initial business combination. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
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 (Unaudited) 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 and Marketable Securities Held in Trust Account As of September 30, 2023, and December 31, 2022, the Company had $ 81,950,013 208,932,880 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $ 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” (“ASC 480”). Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2023, the Class A ordinary shares subject to possible redemption in the amount of $ 81,950,013 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). INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) The amounts of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: SCHEDULE OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION Class A ordinary shares subject to possible redemption at December 31, 2022 $ 208,932,880 Accretion of carrying value to initial redemption value 2,211,158 Redemption of Class A ordinary shares (109,309,854 ) Class A ordinary shares subject to possible redemption at March 31, 2023 101,834,184 Accretion of carrying value to initial redemption value 2,088,775 Class A ordinary shares subject to possible redemption at June 30, 2023 103,922,959 Accretion of carrying value to initial redemption value 1,842,175 Redemption of Class A ordinary shares (23,815,121 ) Class A ordinary shares subject to possible redemption at September 30, 2023 $ 81,950,013 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 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 740, “Income Taxes” (“ASC 740”), 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 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 no 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 (Unaudited) Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of ASC 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 income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary share outstanding during the period, excluding ordinary share subject to forfeiture. At September 30, 2023, 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 income (loss) per share is the same as basic income (loss) per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): SCHEDULE OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES Class A Class B Class A Class B For the three months ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 405,406 $ 273,753 $ (156,519 ) (45,650 ) Denominator: Basic and diluted weighted average common shares 8,638,340 5,833,083 19,999,880 5,833,083 Basic and diluted net income (loss) per ordinary share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) Class A Class B Class A Class B For the nine months ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 1,563,237 $ 836,089 $ (1,276,064 ) (372,171 ) Denominator: Basic and diluted weighted average common shares 10,906,129 5,833,083 19,999,880 5,833,083 Basic and diluted net income (loss) per ordinary share $ 0.14 $ 0.14 $ (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 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 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. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2023 | |
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 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2023 | |
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 (Unaudited) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares At September 30, 2023 and December 31, 2022, the Company issued an aggregate of 5,833,083 25,100 69,999 30,000 22.58 The initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary share (except to certain permitted transferees) or any of the Class B ordinary shares (or the Class A ordinary shares into which they be converted) until, the earlier of (i) nine 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 IPO Promissory Note – Related Party On April 20, 2021, the Sponsor issued an unsecured promissory note (the “IPO 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 December 10, 2021 As of September 30, 2023 and December 31, 2022, there was 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 For the three months ended September 30, 2023, the Company incurred $ 30,000 6,000 90,000 n addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 61,015 30,000 44,621 90,000 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 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 On May 1, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 150,000 1.00 On September 13, 2023, the Company issued an unsecured promissory note (the “Amended Note”) in the principal amount of up to $ 400,000 1.00 250,000 nil INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 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 date of commencement of sales of the Initial Public Offering pursuant to FINRA Rule 5110(e)(1s. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of 180 days beginning on the date of commencement of sales of the Initial Public Offering, except as provided in FINRA Rule 5110(e)(2). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 underwriter 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 Shareholder Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company, Seamless Shareholders and Seamless entered into the Shareholder Support Agreement, pursuant to which, among other things, such Seamless Shareholders party thereto agreed to (a) vote their Seamless shares in support and favor of the Business Combination Agreement, the Proposed Transactions and all other matters or resolutions that could reasonably be expected to facilitate the Proposed Transactions, (b) waive any dissenters’ rights in connection with the Proposed Transactions, (c) not transfer their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at or prior to Closing. INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, the Sponsor, the Company and Seamless had entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to (a) vote at the INFINT Shareholder Meeting in favor of the Business Combination Agreement and the Proposed Transactions, (b) abstain from redeeming any Sponsor founder shares in connection with the Proposed Transactions, and (c) waive certain anti-dilution provisions contained in the Company’s Memorandum and Articles of Association. Registration Rights Agreement At the closing of the Business Combination, the Company and certain Seamless Shareholders and the Company’s shareholders party thereto (such shareholders, the “Holders”) will enter into the Registration Rights Agreement, pursuant to which, among other things, the Company will be obligated to file a registration statement to register the resale of certain New INFINT Ordinary Shares held by the Holders. The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. Lock-Up Agreement At the closing of the Business Combination, the Company will enter into individual Lock-Up Agreements with each of certain Seamless Shareholders (each, a “Locked-Up Shareholder”) pursuant to which, among other things, New INFINT Ordinary Shares held by each Locked-Up Shareholder will be locked-up for a period ending on the earlier of (A) six (6) months following the Closing and (B) the date after the Closing on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Company’s shareholders having the right to exchange their shares for cash, securities, or other property. 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(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the Initial Public Offering. 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 (Unaudited) |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT Preferred Shares 5,000,000 0.0001 no Class A Ordinary share 500,000,000 0.0001 Holders of the Company’s Class A ordinary shares are entitled to one vote for each share no 7,408,425 19,999,880 Class B Ordinary share — 50,000,000 0.0001 Holders of the Company’s Class B ordinary shares are entitled to one vote for each share 5,833,083 69,999 30,000 5,733,084 99,999 22.58 44.1 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 (Unaudited) 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, 2023 and December 31, 2022, 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. 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 Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
INITIAL BUSINESS COMBINATION
INITIAL BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
INITIAL BUSINESS COMBINATION | NOTE 8. INITIAL BUSINESS COMBINATION On August 3, 2022, INFINT entered into the Business Combination Agreement with Merger Sub and Seamless, which was amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023. The Business Combination Agreement was unanimously approved by INFINT’s board of directors. If the Business Combination Agreement is approved by INFINT’s shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless, with Seamless surviving the Merger as a wholly owned subsidiary of INFINT. Merger Consideration Under the Business Combination Agreement, Seamless Shareholders are expected to receive Seamless Value in aggregate consideration in the form of New INFINT Ordinary Shares, equal to the quotient obtained by dividing (i) the Seamless Value by (ii) $ 10.00 At the effective time, by virtue of the Merger: ● all shares of Seamless issued and outstanding immediately prior to the effective time will be cancelled and converted into the right to receive, in accordance with the terms of the Business Combination Agreement and the Payment Spreadsheet, the number of New INFINT Ordinary Shares set forth in the Payment Spreadsheet; ● Seamless options that are outstanding immediately prior to the effective time, whether vested or unvested, will be converted into the Exchanged Options in accordance with the terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet. Following the effective time, the Exchanged Options will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Seamless option(s) immediately prior to the effective time. ● the RSUs that are outstanding immediately prior to the effective time will be converted into the Exchanged RSUs in accordance with the terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet. Following the effective time, the Exchanged RSUs will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Seamless RSUs immediately prior to the effective time. Proxy Statement/Prospectus and INFINT Shareholder Meeting INFINT and Seamless filed with the SEC a Registration Statement on Form S-4 on September 30, 2022, as amended on December 1, 2022, February 13, 2023, April 18, 2023, June 9, 2023 and August 11, 2023, which included a proxy statement/prospectus that will be used as a proxy statement to be used in connection with the special meeting of the INFINT shareholders to be held to consider approval and adoption of (i) the Business Combination Agreement and the transactions contemplated therein, (ii) the issuance of New INFINT Ordinary Shares as contemplated by the Business Combination Agreement, (iii) the INFINT Amended and Restated Memorandum and Articles and (iv) any other proposals the parties deem necessary or desirable to effectuate the transactions contemplated by the Business Combination Agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS In accordance with ASC 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. From August 2023 until October 2023, in accordance with the approval of the Second Extension Proposal, the lesser of (x) $ 160,000 0.04 640,000 320,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | 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 (Unaudited) |
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. |
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 and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of September 30, 2023, and December 31, 2022, the Company had $ 81,950,013 208,932,880 |
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 (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $ 582,540 268,617 8,499,949 |
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” (“ASC 480”). Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2023, the Class A ordinary shares subject to possible redemption in the amount of $ 81,950,013 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). INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) The amounts of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: SCHEDULE OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION Class A ordinary shares subject to possible redemption at December 31, 2022 $ 208,932,880 Accretion of carrying value to initial redemption value 2,211,158 Redemption of Class A ordinary shares (109,309,854 ) Class A ordinary shares subject to possible redemption at March 31, 2023 101,834,184 Accretion of carrying value to initial redemption value 2,088,775 Class A ordinary shares subject to possible redemption at June 30, 2023 103,922,959 Accretion of carrying value to initial redemption value 1,842,175 Redemption of Class A ordinary shares (23,815,121 ) Class A ordinary shares subject to possible redemption at September 30, 2023 $ 81,950,013 |
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 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 | Income taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), 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 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 no 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 (Unaudited) |
Net income (loss) per ordinary share | Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of ASC 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 income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary share outstanding during the period, excluding ordinary share subject to forfeiture. At September 30, 2023, 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 income (loss) per share is the same as basic income (loss) per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): SCHEDULE OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES Class A Class B Class A Class B For the three months ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 405,406 $ 273,753 $ (156,519 ) (45,650 ) Denominator: Basic and diluted weighted average common shares 8,638,340 5,833,083 19,999,880 5,833,083 Basic and diluted net income (loss) per ordinary share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) Class A Class B Class A Class B For the nine months ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 1,563,237 $ 836,089 $ (1,276,064 ) (372,171 ) Denominator: Basic and diluted weighted average common shares 10,906,129 5,833,083 19,999,880 5,833,083 Basic and diluted net income (loss) per ordinary share $ 0.14 $ 0.14 $ (0.06 ) $ (0.06 ) |
Concentration 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 |
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. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION | The amounts of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: SCHEDULE OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION Class A ordinary shares subject to possible redemption at December 31, 2022 $ 208,932,880 Accretion of carrying value to initial redemption value 2,211,158 Redemption of Class A ordinary shares (109,309,854 ) Class A ordinary shares subject to possible redemption at March 31, 2023 101,834,184 Accretion of carrying value to initial redemption value 2,088,775 Class A ordinary shares subject to possible redemption at June 30, 2023 103,922,959 Accretion of carrying value to initial redemption value 1,842,175 Redemption of Class A ordinary shares (23,815,121 ) Class A ordinary shares subject to possible redemption at September 30, 2023 $ 81,950,013 |
SCHEDULE OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): SCHEDULE OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES Class A Class B Class A Class B For the three months ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 405,406 $ 273,753 $ (156,519 ) (45,650 ) Denominator: Basic and diluted weighted average common shares 8,638,340 5,833,083 19,999,880 5,833,083 Basic and diluted net income (loss) per ordinary share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) Class A Class B Class A Class B For the nine months ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 1,563,237 $ 836,089 $ (1,276,064 ) (372,171 ) Denominator: Basic and diluted weighted average common shares 10,906,129 5,833,083 19,999,880 5,833,083 Basic and diluted net income (loss) per ordinary share $ 0.14 $ 0.14 $ (0.06 ) $ (0.06 ) |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | |||||||||||||
Aug. 18, 2023 | Feb. 13, 2023 | Nov. 22, 2022 | Aug. 03, 2022 | Dec. 07, 2021 | Nov. 23, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 17, 2023 | Oct. 31, 2023 | Oct. 01, 2023 | Aug. 23, 2023 | Feb. 21, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Entity incorporation, date of incorporation | Mar. 08, 2021 | |||||||||||||
Deferred underwriting commissions | $ 5,999,964 | |||||||||||||
Warrants price per share | $ 11.50 | $ 0.01 | ||||||||||||
Transaction costs | $ 9,351,106 | |||||||||||||
Underwriting fees | 2,499,985 | |||||||||||||
Sale of stock consideration on transaction, fair value | 268,617 | |||||||||||||
Other offering costs | $ 582,540 | |||||||||||||
Ownership interest | 50% | |||||||||||||
Business combination tangible assets net | $ 5,000,001 | |||||||||||||
Offering price | $ 18 | |||||||||||||
Investment of cash in trust account | $ 2,060,000 | |||||||||||||
Dissolution expenses | 100,000 | |||||||||||||
Deposits | $ 1,740,000 | |||||||||||||
Cash | 80,473 | $ 271,467 | ||||||||||||
Working capital | 4,171,122 | |||||||||||||
Capital contribution | 2,060,000 | |||||||||||||
Cash | $ 80,473 | |||||||||||||
Trust Account [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Deposits | $ 160,000 | |||||||||||||
Share price | $ 0.04 | |||||||||||||
Trust Account [Member] | Subsequent Event [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Deposits | $ 640,000 | $ 160,000 | $ 320,000 | |||||||||||
Share price | $ 0.04 | |||||||||||||
Transaction Agreement [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of stock, price per share | $ 10.15 | |||||||||||||
FINTECH Merger Sub Corp [Member] | Business Combination Agreement [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Business combination, consideration transferred | $ 400,000,000 | |||||||||||||
Common stock stated value per share | $ 0.0001 | |||||||||||||
Offering price | $ 10 | |||||||||||||
Seamless Group Inc [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Deposits | $ 290,000 | |||||||||||||
Business combination to redeem, percentage | 100% | |||||||||||||
Seamless Group Inc [Member] | Business Combination Agreement [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Investment of cash in trust account | $ 2,999,982 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of stock, price per share | $ 10.94 | $ 10.49 | $ 12 | |||||||||||
Common stock stated value per share | 0.0001 | $ 0.0001 | ||||||||||||
Redeem shares issued | 2,176,003 | 10,415,452 | ||||||||||||
Redeem shares issued, amount | $ 23,800,000 | $ 109,310,000 | ||||||||||||
Redeem shares issued, trust amount | $ 81,100,000 | $ 100,590,000 | ||||||||||||
IPO [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of stock, price per share | $ 10.15 | 10.15 | ||||||||||||
Proceeds from initial public offering | $ 202,998,782 | |||||||||||||
Offering price | $ 10.15 | |||||||||||||
IPO [Member] | Sponsor [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Capital contribution | $ 25,100 | |||||||||||||
Notes issued | $ 400,000 | |||||||||||||
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 | |||||||||||||
Deferred underwriting commissions | 5,999,964 | |||||||||||||
Underwriting fees | 2,499,985 | |||||||||||||
Sale of stock consideration on transaction, fair value | 268,617 | |||||||||||||
Other offering costs | $ 582,540 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Stock issued during period, new issues | 2,608,680 | |||||||||||||
Private Placement Warrants [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Warrants issued, shares | 7,796,842 | |||||||||||||
Warrants price per share | $ 1 | |||||||||||||
Proceeds from warrants | $ 7,796,842 |
SCHEDULE OF RECONCILIATION OF O
SCHEDULE OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Class A ordinary shares subject to possible redemption balance | $ 208,932,880 | ||
Class A ordinary shares subject to possible redemption balance | $ 81,950,013 | ||
Class A Ordinary Shares Subject to Redemption [Member] | |||
Class A ordinary shares subject to possible redemption balance | 103,922,959 | $ 101,834,184 | 208,932,880 |
Accretion of carrying value to initial redemption value | 1,842,175 | 2,088,775 | 2,211,158 |
Redemption of Class A ordinary shares | (23,815,121) | (109,309,854) | |
Class A ordinary shares subject to possible redemption balance | $ 81,950,013 | $ 103,922,959 | $ 101,834,184 |
SCHEDULE OF BASIS AND DILUTED N
SCHEDULE OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Common Class A [Member] | ||||
Allocation of net income (loss) | $ 405,406 | $ (156,519) | $ 1,563,237 | $ (1,276,064) |
Basic weighted average common shares | 8,638,340 | 19,999,880 | 10,906,129 | 19,999,880 |
Diluted weighted average common shares | 8,638,340 | 19,999,880 | 10,906,129 | 19,999,880 |
Basic net income (loss) per ordinary share | $ 0.05 | $ (0.01) | $ 0.14 | $ (0.06) |
Diluted net income (loss) per ordinary share | $ 0.05 | $ (0.01) | $ 0.14 | $ (0.06) |
Common Class B [Member] | ||||
Allocation of net income (loss) | $ 273,753 | $ (45,650) | $ 836,089 | $ (372,171) |
Basic weighted average common shares | 5,833,083 | 5,833,083 | 5,833,083 | 5,833,083 |
Diluted weighted average common shares | 5,833,083 | 5,833,083 | 5,833,083 | 5,833,083 |
Basic net income (loss) per ordinary share | $ 0.05 | $ (0.01) | $ 0.14 | $ (0.06) |
Diluted net income (loss) per ordinary share | $ 0.05 | $ (0.01) | $ 0.14 | $ (0.06) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Cash and marketable securities held in trust account | 81,950,013 | 208,932,880 |
Deferred offering costs | 582,540 | |
Adjustments to additional paid in capital, fair value | 268,617 | |
Underwriter discount | 8,499,949 | |
Temporary equity | 81,950,013 | 208,932,880 |
Unrecognized tax benefits | 0 | 0 |
Accrued interest and penalties | 0 | $ 0 |
Federal depository insurance | $ 250,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | Nov. 23, 2021 | Sep. 30, 2023 | Aug. 18, 2023 | Feb. 13, 2023 |
Subsidiary, Sale of Stock [Line Items] | ||||
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 | $ 0.01 | ||
Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock price per share | 12 | $ 10.94 | $ 10.49 | |
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock price per share | $ 10.15 | $ 10.15 | ||
Proceeds from initial public offering | $ 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 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | Nov. 23, 2021 | Sep. 30, 2023 |
Subsidiary, Sale of Stock [Line Items] | ||
Warrants price per share | $ 11.50 | $ 0.01 |
Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants issued, shares | 7,796,842 | |
Warrants price per share | $ 1 | |
Proceeds from warrants gross | $ 7,796,842 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 13, 2023 USD ($) | May 01, 2023 USD ($) | Nov. 23, 2021 USD ($) $ / shares shares | Apr. 20, 2021 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Integer $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Aug. 18, 2023 $ / shares | Feb. 13, 2023 $ / shares | |
Related Party Transaction [Line Items] | |||||||||||
Common stock value issued | |||||||||||
Interest rate | 50% | 50% | |||||||||
Proceeds from note payable related party | $ 250,000 | ||||||||||
Debt conversion, converted instrument, amount | $ 1 | $ 1 | |||||||||
Warrants exercise per share | $ / shares | $ 11.50 | $ 0.01 | $ 0.01 | ||||||||
Debt instrument, issued, principal | $ 400,000 | $ 150,000 | |||||||||
Unborrowed working Capital Loans | $ 250,000 | $ 250,000 | |||||||||
Administrative Service Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payment for services | 10,000 | ||||||||||
Administrative services expenses | 30,000 | $ 30,000 | 90,000 | 90,000 | |||||||
Reimbursed cost | $ 6,000 | $ 44,621 | $ 61,015 | $ 121,445 | |||||||
IPO [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of stock price per share | $ / shares | $ 10.15 | $ 10.15 | $ 10.15 | ||||||||
Proceeds from offering | $ 202,998,782 | ||||||||||
IPO [Member] | Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from offering | $ 696,875 | ||||||||||
Proceeds from note payable related party | $ 338,038 | ||||||||||
Debt maturity date | Dec. 10, 2021 | ||||||||||
IPO [Member] | Sponsor [Member] | Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt principal amount | $ 400,000 | ||||||||||
Interest rate | 0.01% | ||||||||||
IPO [Member] | Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Promissory note related party | $ 0 | $ 0 | $ 0 | ||||||||
Affiliate Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt conversion, converted instrument, amount | $ 1,500,000 | ||||||||||
Affiliate Sponsor [Member] | Private Placement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants exercise per share | $ / shares | $ 1 | $ 1 | |||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares, issued | shares | 5,833,083 | 5,833,083 | 5,833,083 | ||||||||
Common stock value issued | $ 583 | $ 583 | $ 583 | ||||||||
Share issued, during the period | shares | 99,999 | ||||||||||
Percentage of issued and outstanding shares after initial public offering | 22.58% | 22.58% | 22.58% | ||||||||
Share issued during the period, value | $ 268,617 | ||||||||||
Offering cost | 2.87% | ||||||||||
Stock issuance, cost | $ 9,351,106 | ||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock value issued | $ 25,100 | $ 25,100 | $ 25,100 | ||||||||
Common Class B [Member] | EF Hutton [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share issued, during the period | shares | 69,999 | 69,999 | |||||||||
Common Class B [Member] | Jones Trading [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share issued, during the period | shares | 30,000 | 30,000 | |||||||||
Common Class A [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares, issued | shares | 0 | 0 | 0 | ||||||||
Common stock value issued | |||||||||||
Sale of stock price per share | $ / shares | $ 12 | $ 12 | $ 10.94 | $ 10.49 | |||||||
Common Class A [Member] | IPO [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share issued, during the period | shares | 19,999,880 | ||||||||||
Sale of stock price per share | $ / shares | $ 10 | ||||||||||
Proceeds from offering | $ 199,998,800 | ||||||||||
Stock issuance, cost | $ 9,351,106 | ||||||||||
Common Class A [Member] | Affiliate Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ordinary shares trading days | Integer | 20 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Nov. 23, 2021 USD ($) shares |
Underwriting Agreement [Member] | |
Loss Contingencies [Line Items] | |
Percentage of underwriting discount | 0.50% |
Percent of underwriting deferred fee | 3% |
Underwriters Agreement [Member] | Deferred Fee [Member] | |
Loss Contingencies [Line Items] | |
Proceeds from issuance initial public offering gross | $ 5,999,964 |
Over-Allotment Option [Member] | |
Loss Contingencies [Line Items] | |
Number of shares issued | shares | 2,608,680 |
IPO [Member] | |
Loss Contingencies [Line Items] | |
Proceeds from issuance initial public offering gross | $ 202,998,782 |
IPO [Member] | Underwriting Agreement [Member] | |
Loss Contingencies [Line Items] | |
Percentage of underwriting discount | 1.25% |
Proceeds from issuance initial public offering gross | $ 2,499,985 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Nov. 23, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Class of Stock [Line Items] | ||||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | ||
Preferred shares, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Class A ordinary shares subject to possible redemption, shares | 7,408,425 | 19,999,880 | ||
Warrant expire period | 5 years | |||
Warrant exercise price per share | $ 11.50 | $ 0.01 | ||
Shares issued price per share | $ 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 | |||
Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant exercise price per share | $ 1 | |||
Warrants issues | 1,500,000 | |||
Warrants outstanding | $ 9,999,940 | $ 7,796,842 | ||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, voting rights | Holders of the Company’s Class A ordinary shares are entitled to one vote for each share | Holders of the Company’s Class A ordinary shares are entitled to one vote for each share | ||
Ordinary shares, shares issued | 0 | 0 | ||
Ordinary shares, shares outstanding | 0 | 0 | ||
Class A ordinary shares subject to possible redemption, shares | 7,408,425 | 19,999,880 | ||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, voting rights | Holders of the Company’s Class B ordinary shares are entitled to one vote for each share | Holders of the Company’s Class B ordinary shares are entitled to one vote for each share | ||
Ordinary shares, shares issued | 5,833,083 | 5,833,083 | ||
Ordinary shares, shares outstanding | 5,833,083 | 5,833,083 | ||
Stock issued during period, new issues | 99,999 | |||
Percentage of issued and outstanding shares after initial public offering | 22.58% | 22.58% | ||
Initial shareholders own issued percentage | 44.10% | |||
Initial shareholders own outstanding percentage | 44.10% | |||
Common Class B [Member] | Representative [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock held by subsidiary | $ 99,999 | $ 99,999 | ||
Common Class B [Member] | EF Hutton [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, new issues | 69,999 | 69,999 | ||
Common Class B [Member] | Jones Trading [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, new issues | 30,000 | 30,000 | ||
Common Class B [Member] | Sponsor [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock held by subsidiary | $ 5,733,084 | $ 5,733,084 |
INITIAL BUSINESS COMBINATION (D
INITIAL BUSINESS COMBINATION (Details Narrative) | Sep. 30, 2023 $ / shares |
Seamless Group Inc [Member] | |
Business Acquisition [Line Items] | |
Share price | $ 10 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 17, 2023 | Oct. 31, 2023 | Oct. 01, 2023 | Aug. 23, 2023 |
Subsequent Event [Line Items] | ||||
Deposited to trust account | $ 1,740,000 | |||
Trust Account [Member] | ||||
Subsequent Event [Line Items] | ||||
Deposited to trust account | $ 160,000 | |||
Price per public share | $ 0.04 | |||
Subsequent Event [Member] | Trust Account [Member] | ||||
Subsequent Event [Line Items] | ||||
Deposited to trust account | $ 640,000 | $ 160,000 | $ 320,000 | |
Price per public share | $ 0.04 |