Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 10 |
Entity Registrant Name | INFINT ACQUISITION CORPORATION |
Entity Central Index Key | 0001862935 |
Entity Tax Identification Number | 98-1602649 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 32 Broadway |
Entity Address, Address Line Two | Suite 401 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10004 |
City Area Code | (212) |
Local Phone Number | 287-5010 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 32 Broadway |
Entity Address, Address Line Two | Suite 401 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10004 |
City Area Code | (212) |
Local Phone Number | 287-5010 |
Contact Personnel Name | Alexander Edgarov |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | ||||
Cash and cash equivalents | $ 9,458 | $ 43,509 | $ 271,467 | |
Prepayments, receivables and other assets | 94,553 | |||
Total current assets | 9,458 | 43,509 | 366,020 | |
Non-current assets: | ||||
Cash and marketable securities held in Trust Account | 54,506,397 | 83,523,112 | 208,932,880 | |
Total assets | 54,515,855 | 83,566,621 | 209,298,900 | |
Current liabilities: | ||||
Working capital loan- related party | 325,000 | 325,000 | ||
Promissory note- Seamless Note | 241,706 | |||
Total current liabilities | 4,884,502 | 4,559,556 | 2,854,360 | |
Non-current liabilities: | ||||
Deferred underwriter fee payable | 5,999,964 | 5,999,964 | 5,999,964 | |
Total liabilities | 10,884,466 | 10,559,520 | 8,854,324 | |
Commitments and contingencies (Note 9) | ||||
Mezzanine equity | 54,506,397 | 83,523,112 | 208,932,880 | |
Shareholders’ deficit: | ||||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||||
Additional paid-in capital | ||||
Accumulated deficit | (10,875,591) | (10,516,594) | (8,488,887) | |
Total shareholders’ deficit | (10,875,008) | (10,516,011) | (8,488,304) | |
Total deficit | (10,875,008) | (10,516,011) | (8,488,304) | |
Total liabilities, mezzanine equity and shareholders’ deficit | 54,515,855 | 83,566,621 | 209,298,900 | |
Seamless Group Inc. [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 46,845,338 | 48,516,765 | 62,798,729 | [1] |
Short-term investments | 299,385 | 300,000 | 2,000,000 | [1] |
Restricted cash | 5,498,716 | 5,428,790 | 6,756,989 | [1] |
Accounts receivable, net | 2,535,378 | 2,450,871 | 3,067,697 | [1] |
Prepayments to remittance agents | 44,260 | 137,854 | 92,485 | [1] |
Escrow money receivable | 6,854,366 | 5,014,829 | 4,443,985 | [1] |
Prepayments, receivables and other assets | 22,695,506 | 34,225,239 | 37,563,550 | [1] |
Total current assets | 90,825,793 | 103,361,724 | 121,206,663 | [1] |
Non-current assets: | ||||
Investment in an equity security | 100,000 | 100,000 | 100,000 | [1] |
Equipment and software, net | 890,157 | 1,016,490 | 1,321,621 | [1] |
Right-of-use asset | 98,277 | 154,234 | 342,432 | [1] |
Intangible assets | 8,852,702 | 9,191,713 | 9,849,778 | [1] |
Goodwill | 27,001,383 | 27,001,383 | 27,001,383 | [1] |
Deferred tax assets | 673,132 | 664,888 | 768,617 | [1] |
Total non-current assets: | 37,615,651 | 38,128,708 | 39,383,831 | [1] |
Total assets | 128,441,444 | 141,490,432 | 160,590,494 | [1] |
Current liabilities: | ||||
Borrowings | 17,951,866 | 17,804,093 | 13,404,390 | [1] |
Receivable factoring | 386,644 | 423,483 | 677,640 | [1] |
Escrow money payable | 547,751 | 360,207 | 250,013 | [1] |
Client money payable | 4,782,576 | 4,645,290 | 6,250,070 | [1] |
Accounts payable, accruals and other payables | 45,893,049 | 53,988,231 | 58,946,385 | [1] |
Amounts due to related parties | 83,168,572 | 86,488,519 | 83,757,317 | [1] |
Convertible bonds | 9,979,499 | 10,000,000 | 9,192,140 | [1] |
Lease liabilities | 104,988 | 152,325 | 174,061 | [1] |
Total current liabilities | 162,814,945 | 173,862,148 | 172,652,016 | [1] |
Non-current liabilities: | ||||
Borrowings | 2,861,415 | 2,506,974 | 7,879,279 | [1] |
Deferred tax liabilities | 1,154,327 | 1,246,760 | 1,616,343 | [1] |
Employee benefit obligation | 59,849 | 59,849 | 61,392 | [1] |
Other payables | 158,895 | [1] | ||
Total non-current liabilities: | 4,075,591 | 3,813,583 | 9,715,909 | [1] |
Total liabilities | 166,890,536 | 177,675,731 | 182,367,925 | [1] |
Commitments and contingencies (Note 9) | ||||
Mezzanine equity | 2,957,948 | 2,957,948 | 2,957,948 | [1] |
Shareholders’ deficit: | ||||
Common stock, value | 58,030 | 58,030 | 58,030 | [1] |
Additional paid-in capital | 29,172,373 | 29,172,373 | 29,172,373 | [1] |
Accumulated deficit | (95,110,363) | (92,075,379) | (76,768,829) | [1] |
Accumulated other Comprehensive Loss | 451,759 | 88,366 | 61,298 | [1] |
Total shareholders’ deficit | (65,428,201) | (62,756,610) | (47,477,128) | [1] |
Non-controlling interests | 24,021,161 | 23,613,363 | 22,741,749 | [1] |
Total deficit | (41,407,040) | (39,143,247) | (24,735,379) | [1] |
Total liabilities, mezzanine equity and shareholders’ deficit | 128,441,444 | 141,490,432 | 160,590,494 | [1] |
Common Class A [Member] | ||||
Shareholders’ deficit: | ||||
Common stock, value | ||||
Common Class B [Member] | ||||
Shareholders’ deficit: | ||||
Common stock, value | 583 | 583 | 583 | |
Nonrelated Party [Member] | ||||
Current liabilities: | ||||
Accrued expenses | 4,025,389 | 3,978,149 | 2,787,773 | |
Related Party [Member] | ||||
Current liabilities: | ||||
Accrued expenses | 292,407 | 256,407 | 66,587 | |
Related Party [Member] | Seamless Group Inc. [Member] | ||||
Current assets: | ||||
Amounts due from related parties | $ 6,052,844 | $ 7,287,376 | $ 4,483,228 | [1] |
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Class A ordinary shares subject to possible redemption, shares | 4,747,021 | 7,408,425 | 19,999,880 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
Seamless Group Inc. [Member] | |||
Common shares, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common shares, shares authorized | 58,030,000 | 58,030,000 | 58,030,000 |
Common shares, shares issued | 58,030,000 | 58,030,000 | 58,030,000 |
Common shares, shares outstanding | 58,030,000 | 58,030,000 | 58,030,000 |
Common Class A [Member] | |||
Class A ordinary shares subject to possible redemption, shares | 4,747,021 | 7,408,425 | 19,999,880 |
Common shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common shares, shares issued | 0 | 0 | 0 |
Common shares, shares outstanding | 0 | 0 | 0 |
Common Class B [Member] | |||
Common shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common shares, shares issued | 5,833,083 | 5,833,083 | 5,833,083 |
Common shares, shares outstanding | 5,833,083 | 5,833,083 | 5,833,083 |
Condensed Statement of Operatio
Condensed Statement of Operations - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Formation and operating costs | $ 322,997 | $ 577,950 | $ 1,819,312 | $ 3,756,538 | |
Administrative expenses from related party | 36,000 | 54,970 | 208,395 | 287,618 | |
Loss from operations | (358,997) | (632,920) | (2,027,707) | (4,044,156) | |
Other income: | |||||
Other expenses | (100,000) | ||||
Interest earned on marketable securities held in Trust Account | 949,100 | 1,631,158 | 5,175,207 | 2,932,192 | |
Net loss | 590,103 | 998,238 | 3,147,500 | (1,111,964) | |
Net loss | 590,103 | 998,238 | |||
Seamless Group Inc. [Member] | |||||
Revenue | 13,104,123 | 13,872,595 | 53,255,361 | 55,500,917 | |
Cost of revenue | (8,696,562) | (9,322,019) | (35,899,057) | (39,880,947) | |
Gross profit | 4,407,561 | 4,550,576 | 17,356,304 | 15,619,970 | |
Selling expenses | (3,987) | (14,231) | (25,880) | (95,174) | |
General and administrative expenses | (5,824,208) | (6,067,839) | (23,976,209) | (25,539,467) | |
Loss from operations | (1,420,634) | (1,531,494) | (6,645,785) | (10,014,671) | |
Finance costs, net | (1,311,363) | (1,664,610) | (8,002,552) | (8,200,112) | |
Other income: | |||||
Other income | 189,735 | (69,538) | 839,606 | 3,405,486 | |
Other expenses | (19,137) | (26,300) | (85,574) | (802,634) | |
Loss before income tax | (2,561,399) | (3,291,942) | (13,894,305) | (15,611,931) | |
Income tax expense | (70,529) | (47,865) | (523,481) | (113,782) | |
Net loss | (2,631,928) | (3,339,807) | (14,417,786) | (15,725,713) | [1] |
Net income attributable to non-controlling interests | (403,056) | (203,635) | (888,764) | (952,422) | |
Net loss | $ (3,034,984) | $ (3,543,442) | $ (15,306,550) | $ (16,678,135) | |
Shares used in loss per share computation, basic | 58,030,000 | 58,030,000 | 58,030,000 | 58,030,000 | |
Shares used in loss per share computation, diluted | 58,030,000 | 58,030,000 | 58,030,000 | 58,030,000 | |
Loss per share, basic | $ (0.05) | $ (0.06) | $ (0.26) | $ (0.29) | |
Loss per share, diluted | $ (0.05) | $ (0.06) | $ (0.26) | $ (0.29) | |
Other comprehensive loss: | |||||
Foreign currency translation adjustments | $ 368,135 | $ 584,553 | $ 10,608 | $ 2,402 | |
Total comprehensive loss | (2,263,793) | (2,755,254) | (14,407,178) | (15,723,311) | |
Total Comprehensive Loss attributable to non-controlling interests | (407,798) | (191,166) | (871,614) | (966,184) | |
Total comprehensive loss | (2,671,591) | (2,946,420) | (15,278,792) | (16,689,495) | |
Common Class A [Member] | |||||
Other income: | |||||
Net loss | $ (301,466) | $ (712,719) | $ (2,003,234) | $ 860,883 | |
Shares used in loss per share computation, basic | 6,092,346 | 14,560,700 | 10,024,516 | 19,999,880 | |
Shares used in loss per share computation, diluted | 6,092,346 | 14,560,700 | 10,024,516 | 19,999,880 | |
Loss per share, basic | $ 0.05 | $ 0.05 | $ 0.20 | $ (0.04) | |
Loss per share, diluted | $ 0.05 | $ 0.05 | $ 0.20 | $ (0.04) | |
Common Class B [Member] | |||||
Other income: | |||||
Net loss | $ (288,637) | $ (285,519) | $ (1,165,646) | $ 251,081 | |
Shares used in loss per share computation, basic | 5,833,083 | 5,833,083 | 5,833,083 | 5,833,083 | |
Shares used in loss per share computation, diluted | 5,833,083 | 5,833,083 | 5,833,083 | 5,833,083 | |
Loss per share, basic | $ 0.05 | $ 0.05 | $ 0.20 | $ (0.04) | |
Loss per share, diluted | $ 0.05 | $ 0.05 | $ 0.20 | $ (0.04) | |
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Common Stock [Member] Seamless Group Inc. [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Seamless Group Inc. [Member] | Retained Earnings [Member] | Retained Earnings [Member] Seamless Group Inc. [Member] | Common Class A [Member] | Common Class B [Member] | Total | Seamless Group Inc. [Member] | Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member] Seamless Group Inc. [Member] | Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member] Seamless Group Inc. [Member] | Total Shareholders Deficit [Member] Seamless Group Inc. [Member] | Noncontrolling Interest [Member] Seamless Group Inc. [Member] | |
Balance at Dec. 31, 2021 | $ 583 | $ 58,030 | $ 29,172,373 | $ (4,442,807) | $ (60,090,694) | $ (4,442,224) | $ (8,093,751) | $ 52,457 | $ (30,807,834) | $ 22,714,083 | ||||||
Balance, shares at Dec. 31, 2021 | 5,833,083 | 58,030,000 | ||||||||||||||
Accretion of Class A ordinary shares to redemption value | (2,999,982) | (2,934,116) | (5,934,098) | |||||||||||||
Contribution for extension | 2,999,982 | 2,999,982 | ||||||||||||||
Net income loss | (1,111,964) | (16,678,135) | $ 860,883 | $ 251,081 | (1,111,964) | (15,725,713) | [1] | (16,678,135) | 952,422 | |||||||
Acquisition of a subsidiary | 993,695 | (304) | 20,505 | 20,201 | 973,494 | |||||||||||
Dividend to non-controlling interests | (1,912,012) | (1,912,012) | ||||||||||||||
Foreign currency translation adjustments | 2,402 | (11,360) | (11,360) | 13,762 | ||||||||||||
Balance at Dec. 31, 2022 | $ 583 | $ 58,030 | 29,172,373 | (8,488,887) | (76,768,829) | (8,488,304) | (24,735,379) | [2] | 40,793 | 20,505 | (47,477,128) | 22,741,749 | ||||
Balance, shares at Dec. 31, 2022 | 5,833,083 | 58,030,000 | ||||||||||||||
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 | (3,543,442) | (712,719) | (285,519) | 998,238 | (3,339,807) | (3,543,442) | 203,635 | ||||||||
Foreign currency translation adjustments | 584,553 | 597,714 | (692) | 597,022 | (12,469) | |||||||||||
Balance at Mar. 31, 2023 | $ 583 | $ 58,030 | 29,172,373 | (9,121,807) | (80,312,271) | (9,121,224) | (27,490,633) | 638,507 | 19,813 | (50,423,548) | 22,932,915 | |||||
Balance, shares at Mar. 31, 2023 | 5,833,083 | 58,030,000 | ||||||||||||||
Balance at Dec. 31, 2022 | $ 583 | $ 58,030 | 29,172,373 | (8,488,887) | (76,768,829) | (8,488,304) | (24,735,379) | [2] | 40,793 | 20,505 | (47,477,128) | 22,741,749 | ||||
Balance, shares at Dec. 31, 2022 | 5,833,083 | 58,030,000 | ||||||||||||||
Accretion of Class A ordinary shares to redemption value | (2,540,000) | (5,175,207) | (7,715,207) | |||||||||||||
Contribution for extension | 2,540,000 | 2,540,000 | ||||||||||||||
Net income loss | 3,147,500 | (15,306,550) | (2,003,234) | (1,165,646) | 3,147,500 | (14,417,786) | (15,306,550) | 888,764 | ||||||||
Foreign currency translation adjustments | 10,608 | 27,758 | 27,758 | (17,150) | ||||||||||||
Remeasurement for the year | (690) | (690) | (690) | |||||||||||||
Balance at Dec. 31, 2023 | $ 583 | $ 58,030 | 29,172,373 | (10,516,594) | (92,075,379) | (10,516,011) | (39,143,247) | 68,551 | 19,815 | (62,756,610) | 23,613,363 | |||||
Balance, shares at Dec. 31, 2023 | 5,833,083 | 58,030,000 | ||||||||||||||
Accretion of Class A ordinary shares to redemption value | (320,000) | (949,100) | (1,269,100) | |||||||||||||
Contribution for extension | 320,000 | 320,000 | ||||||||||||||
Net income loss | 590,103 | (3,034,984) | $ (301,466) | $ (288,637) | 590,103 | (2,631,928) | (3,034,984) | 403,056 | ||||||||
Foreign currency translation adjustments | 368,135 | 363,393 | 363,393 | 4,742 | ||||||||||||
Balance at Mar. 31, 2024 | $ 583 | $ 58,030 | $ 29,172,373 | $ (10,875,591) | $ (95,110,363) | $ (10,875,008) | $ (41,407,040) | $ 431,944 | $ 19,815 | $ (65,428,201) | $ 24,021,161 | |||||
Balance, shares at Mar. 31, 2024 | 5,833,083 | 58,030,000 | ||||||||||||||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||||
Cash flows from operating activities: | |||||||
Net loss | $ 590,103 | $ 998,238 | $ 3,147,500 | $ (1,111,964) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Interest earned on securities held in Trust Account | (949,100) | (1,631,158) | (5,175,207) | (2,932,192) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid insurance | 94,553 | 94,553 | 509,554 | ||||
Accrued expenses | 47,240 | 337,730 | 1,190,376 | 2,711,299 | |||
Accrued expenses – related party | 36,000 | 70,719 | 189,820 | 66,587 | |||
Net cash used in operating activities | (275,757) | (129,918) | (552,958) | (756,716) | |||
Cash flows from investing activities: | |||||||
Cash withdrawn from Trust Account in connection with redemption | 30,285,815 | 109,309,854 | 133,124,975 | ||||
Investment of cash in Trust Account | (320,000) | (580,000) | (2,540,000) | (2,999,982) | |||
Net cash used in investing activities | 29,965,815 | 108,729,854 | 130,584,975 | (2,999,982) | |||
Cash flows from financing activities: | |||||||
Proceeds from promissory note- Seamless Note | 241,706 | ||||||
Redemption of Class A ordinary shares | (30,285,815) | (109,309,854) | (133,124,975) | ||||
Contribution for extension | 320,000 | 580,000 | 2,540,000 | 2,999,982 | |||
Proceeds from working capital loan- related party | 325,000 | ||||||
Net cash generated from/(used in) financing activities | (29,724,109) | (108,729,854) | (130,259,975) | 2,999,982 | |||
Net increase/(decrease) in cash and cash equivalents | (34,051) | (129,918) | (227,958) | (756,716) | |||
Cash and cash equivalents, restricted cash and escrow money receivable at beginning of the period | 43,509 | 271,467 | 271,467 | 1,028,183 | |||
Cash and cash equivalents, restricted cash and escrow money receivable at end of the period | 9,458 | 141,549 | 43,509 | 271,467 | |||
Non-cash investing and financing activities: | |||||||
Accretion of Class A ordinary shares to redemption value | 1,269,100 | 2,211,158 | 7,715,207 | 5,934,098 | |||
Seamless Group Inc. [Member] | |||||||
Cash flows from operating activities: | |||||||
Net loss | (2,631,928) | (3,339,807) | (14,417,786) | (15,725,713) | [1] | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Amortization of discount on convertible bonds | 282,588 | 807,860 | 3,438,950 | [1] | |||
Depreciation of equipment and software | 142,518 | 197,905 | 607,138 | 701,262 | [1] | ||
Depreciation of right-of-use assets | 41,981 | 65,905 | 183,198 | 170,443 | [1] | ||
Amortization of intangible assets | 831,392 | 880,595 | 3,200,843 | 3,525,388 | [1] | ||
Step acquisition of a subsidiary | (2,129,515) | [1] | |||||
Deferred income taxes | 54,704 | 90,372 | 494,737 | 113,782 | [1] | ||
Gain on disposal of fixed assets | (36,519) | [1] | |||||
Unrealized foreign exchange gain | (124,690) | (71,785) | (65,981) | 543,277 | [1] | ||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (110,270) | 475,853 | 605,202 | 255,732 | [1] | ||
Prepayments to remittance agents | (45,631) | [1] | |||||
Amounts due to immediate holding company | (391,432) | [1] | |||||
Amounts due from related parties | (5,348,525) | (3,418,880) | [1] | ||||
Prepayments, receivables and other assets | 9,477,057 | 5,128,207 | 2,502,972 | (5,796,690) | [1] | ||
Escrow money payable | 218,542 | (97,269) | 80,006 | 94,918 | [1] | ||
Client money payable | 146,847 | (274,960) | (1,593,194) | 544,998 | [1] | ||
Accounts payable, accruals and other payables | (7,014,740) | (16,462,968) | (4,827,110) | (12,249,700) | [1] | ||
Amounts due to related parties | (2,205,121) | 3,102,956 | 3,149,825 | 38,769,225 | [1] | ||
Lease liabilities | (192,097) | (155,561) | [1] | ||||
Interest payable on convertible bonds | 952,736 | 432,031 | |||||
Net cash used in operating activities | (220,972) | (9,590,377) | (15,286,494) | 8,681,916 | [1] | ||
Cash flows from investing activities: | |||||||
Purchases of property, plant and equipment | (12,058) | (82,306) | (291,856) | (532,332) | [1] | ||
Proceed received from disposal of property, plant and equipment | 36,679 | [1] | |||||
Decrease in short-term investments | 615 | 1,700,000 | [1] | ||||
Acquisition of a subsidiary | (200,000) | [1] | |||||
Net cash used in investing activities | (11,443) | (82,306) | 1,444,823 | (732,332) | [1] | ||
Cash flows from financing activities: | |||||||
Dividend paid | (1,912,014) | [1] | |||||
Increase in bank overdrafts | 124,855 | (27,861) | [1] | ||||
Proceeds from borrowings | 639,210 | 1,251,752 | 1,481,263 | [1] | |||
Repayment of borrowings | (95,742) | (2,212,067) | (2,242,961) | [1] | |||
Proceeds from receivable factoring | 586,789 | 721,807 | 2,210,415 | 3,230,844 | [1] | ||
Repayment of receivable factoring | (610,559) | (805,820) | (2,447,748) | (2,796,291) | [1] | ||
Repayment of convertible bonds | (3,500,000) | [1] | |||||
Payment of principal elements of lease liabilities | 46,295 | 41,914 | |||||
Payment of interest elements of lease liabilities | 2,952 | 7,646 | |||||
Net cash generated from/(used in) financing activities | 470,451 | (8,718) | (1,197,648) | (5,767,020) | [1] | ||
Net increase/(decrease) in cash and cash equivalents | 238,036 | (9,681,401) | (15,039,319) | 2,182,564 | [1] | ||
Cash and cash equivalents, restricted cash and escrow money receivable at beginning of the period | 58,960,384 | 73,999,703 | [1] | 73,999,703 | [1] | 71,817,139 | [1] |
Cash and cash equivalents, restricted cash and escrow money receivable at end of the period | 59,198,420 | 64,318,302 | 58,960,384 | 73,999,703 | [1] | ||
Supplemental disclosure of cash flow information: | |||||||
Income taxes received/(paid) | 761,333 | (1,203,790) | [1] | ||||
Interest paid | $ (1,819,174) | $ (1,351,939) | [1] | ||||
Payment of principal elements of lease liabilities | (46,295) | (41,914) | |||||
Payment of interest elements of lease liabilities | $ (2,952) | $ (7,646) | |||||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). At March 31, 2024, the Company had not yet commenced any operations. All activity through March 31, 2024 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 Units (the “Units” and, with respect to the Class A ordinary share included in the Units being offered, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 199,998,800 , and incurring offering costs of $ 9,351,106 of which $ 5,999,964 was for deferred underwriting commissions (see Note 6). Each Unit consists of one Class A ordinary share of the Company and one-half of one redeemable warrant (each, a “Public Warrant” and collectively, the “Public Warrants”), where each whole warrant entitles the holder to purchase one Class A ordinary share. The Company granted the underwriter a 45-day option to purchase up to an additional 2,608,680 Units at the Initial Public Offering price to cover over-allotments, if any. Simultaneous with the close of the Initial Public Offering, the over-allotment option was exercised in full. Simultaneously with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $ 1.00 per Private Placement Warrant, generating total gross proceeds of $ 7,796,842 (the “Private Placement”) (see Note 4). Transaction costs amounted to $ 9,351,106 , consisting of $ 2,499,985 of underwriting fees, $ 5,999,964 was for deferred underwriting commissions, $ 268,617 for the fair value of the representative shares and $ 582,540 of other offering costs. 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 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants of $ 7,796,842 was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account, as described below. 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 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, management has agreed that $ 10.15 per Unit sold in the Initial Public Offering, including the proceeds of the sale of the Private Placement Warrants, will be held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. Following the notice of delisting and suspension of trading of Public Warrants by the NYSE due to “abnormally low” price levels, Public Warrants were delisted from the NYSE effective December 13, 2023 and the trading in Public Shares and Units continues on NYSE. 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 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. 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 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or rights. These ordinary shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 in aggregate consideration in the form of INFINT ordinary shares, par value $ 0.0001 per share (“New INFINT Ordinary Shares”), equal to the quotient obtained by dividing (i) the $ 400,000,000 divided by (b) $ 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 to the Company’s Trust Account on November 22, 2022 to automatically extend the date by which the Company must consummate an initial business combination from November 23, 2022 to February 23, 2023. 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 (the “First Extended Date”). 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 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.49 per share, for an aggregate redemption amount of approximately $ 109.31 million, leaving approximately $ 100.59 million in the Trust Account. 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 “Second Extended Date”). Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Second Extension Proposal. Accordingly, the Company had until February 23, 2024 to consummate its initial business combination. In connection with the votes to approve the Second Extension Proposal, the holders of 2,176,003 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.94 per share, for an aggregate redemption amount of approximately $ 23.8 million, leaving approximately $ 81.1 million in the Trust Account. On February 16, 2024, the Company’s shareholders approved an amendment to the Charter to extend the date by which it has to consummate a Business Combination (the “Third Extension”) from February 23, 2024 to November 23, 2024, or such earlier date as determined by the board of directors (such date, as may be further extended by vote of the Company’s shareholders, the “Third Extended Date”). Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Third Extension Proposal. Accordingly, the Company now has until the Third Extended Date to consummate its initial business combination (the “Combination Period”). In connection with the votes to approve the Third Extension, the holders of 2,661,404 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.36 per share, for an aggregate redemption amount of approximately $ 30.26 million, leaving approximately $ 53.97 million in the Company’s Trust Account. 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 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial business combination before the Third Extended Date. In accordance with the Business Combination Agreement, as amended, additional funds in the amount of $ 290,000 were deposited by Seamless to the Trust Account on February 21, 2023, and the required contributions continued to be deposited on or before the 23 rd 1,740,000 was deposited into the Trust Account as such required contributions. In accordance with the approval of the Second Extension Proposal, additional funds in the amount of $ 160,000 were deposited into the Trust Account on August 23, 2023, and the lesser of (x) $ 160,000 and (y) $ 0.04 per public share multiplied by the number of public shares outstanding on such applicable date (each date on which a Contribution is to be deposited into the trust account, a “Contribution Date”) was deposited into the Company’s Trust Account (a “Contribution”) on the 23rd day of each subsequent calendar month until the Second Extended Date. As of November 17, 2023, a total of $ 640,000 was deposited into the Trust Account as such required contributions. In accordance with the Business Combination Agreement, as amended, additional funds in the amount of $ 80,000 were deposited by Seamless to the Trust Account on February 20, 2024, and the required contributions will continue to be deposited on or before the 23rd day of each subsequent calendar month into the Trust Account until the Third Extended Date or the date an initial business combination is completed. As of May 20, 2024, a total of $ 560,000 has been deposited into the Trust Account as such required contributions. 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 % of the Public Shares if the Company has not consummated an initial Business Combination by the Third Extended Date or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination by the Third Extended Date although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial business combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial business combination. The 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 per share (whether or not the underwriter’s over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 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 March 31, 2024, the Company had approximately $ 9,458 of cash in its operating account and working capital deficit of approximately $ 4,875,044 . Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution of $ 25,100 from the Sponsor to purchase the Founder Shares, and a loan of $ 400,000 pursuant to the Note issued to the Sponsor, which was repaid on December 7, 2021 (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. 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 $ 9,458 in cash might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements. 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 February 16, 2024, the Company’s shareholders approved the Third Extension Proposal. Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Third Extension Proposal. Accordingly, the Company now has until the Third Extended Date 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. | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN InFinT Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 8, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in financial technology sections, generally headquartered in North America, Asia, Latin America, Europe and Israel. At December 31, 2023, the Company had not yet commenced any operations. All activity through December 31, 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 FINANCIAL STATEMENTS The Company has listed the Units on the New York Stock Exchange (“NYSE”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the placement units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 10.15 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 (the “Charter”) 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 FINANCIAL STATEMENTS If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. In accordance with the provisions of the Charter and the business combination agreement among the Company, FINTECH Merger Sub Corp. (“Merger Sub”), and Seamless Group Inc., (“Seamless”), as amended (the “Business Combination Agreement”), Seamless deposited additional funds in the amount of 2,999,982 to the Company’s Trust Account on November 22, 2022 to automatically extend the date by Initial Business Combination On August 3, 2022, INFINT Acquisition Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“INFINT”), entered into the Business Combination Agreement with Merger Sub and Seamless (as amended on October 20, 2022, November 29, 2022 and February 20, 2023 and may be further amended, the “Business Combination Agreement”). 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 (the “Merger”), with Seamless surviving the Merger as a wholly owned subsidiary of INFINT (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 (“Seamless Value”) in aggregate consideration in the form of INFINT ordinary shares, par value $ 0.0001 per share (“New INFINT Ordinary Shares”), equal to the quotient obtained by dividing (i) the Seamless Value by (ii) $ 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”) 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. On August 18, 2023, the Company’s shareholders approved a special resolution (the “Second Extension”) 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 “Second Extended Date”). Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Second Extension. In accordance with the Business Combination Agreement, as amended, additional funds in the amount of $ 290,000 were deposited by Seamless to the Trust Account on February 21, 2023, and the required contributions continued to be deposited on or before the 23 rd 1,740,000 was deposited into the Trust Account as such required contributions. In connection with the votes to approve the Second Extension, the holders of 2,176,003 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.94 per share, for an aggregate redemption amount of approximately $ 23.8 million, leaving approximately $ 81.1 million in the Trust Account. In accordance with the approval of the Second Extension, additional funds in the amount of $ 160,000 160,000 0.04 800,000 On February 16, 2024, the Company’s shareholders approved an amendment to the Charter to extend the date by which it has to consummate a Business Combination (the “Third Extension”) from February 23, 2024 to November 23, 2024, or such earlier date as determined by the Board (the “Third Extended Date”). Accordingly, the Company has until the Third Extended Date to consummate its initial business combination. In connection with the votes to approve the Third Extension, the holders of 2,661,404 11.36 30.26 53.97 100,000 In accordance with the Business Combination Agreement, as amended, additional funds in the amount of $ 80,000 were deposited by Seamless to the Trust Account on February 20, 2024, and the required contributions will continue to be deposited on or before the 23rd day of each subsequent calendar month into the Trust Account until the Third Extended Date or the date an initial business combination is completed. 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 INFINT ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS Going Concern, Liquidity and Capital Resources As of December 31, 2023, the Company had approximately $ 43,509 4,516,047 Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution of $ 25,100 400,000 Based on the foregoing, management believes that the Company expects to continue to incur significant costs in pursuit of the consummation of a Business Combination. The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from notes payable and from the issuance of common stock. The Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. However, the $ 43,509 in cash might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements. On August 3, 2022, the Company entered into a Business Combination Agreement with Seamless, as discussed above. 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 February 16, 2024, the Company’s shareholders approved the Third Extension to extend the date by which it has to consummate a Business Combination from February 23, 2024 to the Third Extended Date. Accordingly, the Company has until the Third Extended Date to consummate its initial business combination. In connection with the votes to approve the Third Extension, the holders of 2,661,404 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.36 per share, for an aggregate redemption amount of approximately $ 30.26 million, leaving approximately $ 53.97 million in the Company’s Trust Account. 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. |
Seamless Group Inc. [Member] | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 1 Organization and business DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Seamless Group Inc. (the “Company”) is a limited liability company incorporated in Cayman Islands. It is an investment holding company. The Company’s principal subsidiaries at March 31, 2024 are set out below: SCHEDULE OF PRINCIPAL SUBSIDIARIES Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly Dynamic Investment Holdings Limited Cayman Islands Investment holding 100 % — Dynamic (Asia) Group Inc. British Virgin Islands Investment holding — 100 % TNG (Asia) Limited Hong Kong Provision of mobile electronic wallet 100 % — Tranglo Sdn. Bhd. Malaysia Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services — 60 % 未來網絡科技投資股份有限公司 Taiwan Investment holding — 100 % GEA Holdings Limited Cayman Islands Investment holding — 100 % GEA Limited Hong Kong Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants — 100 % GEA Pte Ltd. Singapore Transaction and payment processing services — 100 % Bagus Fintech Pte. Ltd. Singapore Providing business center services — 100 % Dynamic (Asia) Holdings Limited Cayman Islands Investment holding — 100 % Dynamic FinTech Group (HK) Limited Hong Kong Provision of corporate governance consultancy, management and advisory services — 100 % Tranglo Holdings Limited Cayman Islands Investment holding — 100 % The WSF Group Holdings Limited British Virgin Islands Investment holding — 100 % The Wall Street Factory Limited Hong Kong Providing business center services — 100 % Bagus Financial Services Limited Hong Kong Provision of IR services and PR function events — 100 % SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1 Organization and business (Continued) Percentage of ownership Company Name Place of incorporation Principal activities Directly Indirectly PT Tranglo Indonesia Indonesia Operating money remittance business — 60 % PT Tranglo Solusindo Indonesia Providing and sourcing airtime and other related services — 60 % Tranglo (MEA) Limited Hong Kong Providing and sourcing airtime and other related services — 60 % Tranglo Europe Ltd United Kingdom Operating money remittance business — 60 % Tranglo Pte. Ltd. Singapore Operating money remittance business — 60 % Tik FX Malaysia Sdn. Bhd. Malaysia Dormant — 60 % Treatsup Sdn. Bhd. Malaysia Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application — 60 % Dynamic Indonesia Holdings Limited Cayman Islands Investment holding — 59.2 % Dynamic Indonesia Pte. Ltd. Singapore Retail sales via the internet and development of other software and programming activities — 49.8 % PT Dynamic Wallet Indonesia Indonesia Business operations have not commenced — 49.9 % PT Walletku Indompet Indonesia Indonesia (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher — 49.9 % SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 1 Organization and business DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Seamless Group Inc. (the “Company”) is a limited liability company incorporated in Cayman Islands. It is an investment holding company. The Company’s principal subsidiaries at December 31, 2023 are set out below: SCHEDULE OF PRINCIPAL SUBSIDIARIES Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly Dynamic Investment Holdings Limited Cayman Islands Investment holding 100 % — Dynamic (Asia) Group Inc. British Virgin Islands Investment holding — 100 % TNG (Asia) Limited Hong Kong Provision of mobile electronic wallet 100 % — Tranglo Sdn. Bhd. Malaysia Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services — 60 % 未來網絡科技投資股份有限公司 Taiwan Investment holding — 100 % GEA Holdings Limited Cayman Islands Investment holding — 100 % GEA Limited Hong Kong Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants — 100 % GEA Pte Ltd. Singapore Transaction and payment processing services — 100 % Bagus Fintech Pte. Ltd. Singapore Providing business center services — 100 % Dynamic (Asia) Holdings Limited Cayman Islands Investment holding — 100 % Dynamic FinTech Group (HK) Limited Hong Kong Provision of corporate governance consultancy, management and advisory services — 100 % Tranglo Holdings Limited Cayman Islands Investment holding — 100 % The WSF Group Holdings Limited British Virgin Islands Investment holding — 100 % The Wall Street Factory Limited Hong Kong Providing business center services — 100 % Bagus Financial Services Limited Hong Kong Provision of IR services and PR function events — 100 % SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 Organization and business (Continued) Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly PT Tranglo Indonesia Indonesia Operating money remittance business — 60 % PT Tranglo Solusindo Indonesia Providing and sourcing airtime and other related services — 60 % Tranglo (MEA) Limited Hong Kong Providing and sourcing airtime and other related services — 60 % Tranglo Europe Ltd United Kingdom Operating money remittance business — 60 % Tranglo Pte. Ltd. Singapore Operating money remittance business — 60 % Tik FX Malaysia Sdn. Bhd. Malaysia Dormant — 60 % Treatsup Sdn. Bhd. Malaysia Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application — 60 % Dynamic Indonesia Holdings Limited Cayman Islands Investment holding — 59.2 % Dynamic Indonesia Pte. Ltd. Singapore Retail sales via the internet and development of other software and programming activities — 49.8 % PT Dynamic Wallet Indonesia Indonesia Business operations have not commenced — 49.9 % PT Walletku Indompet Indonesia Indonesia (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher — 49.9 % SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 equivalents as of March 31, 2024 and December 31, 2023. Cash and Marketable Securities Held in Trust Account As of March 31, 2024 and December 31, 2023, the Company had $ 54,506,397 and $ 83,523,112 in cash and marketable securities held in the Trust Account. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $ 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 . These costs, together with the underwriter discount of $ 8,499,949 and fair value of the representation shares were charged to additional paid-in capital upon completion of the Initial Public Offering. Class A ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480, “Distinguishing Liabilities from Equity” (“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 March 31, 2024, the Class A ordinary shares subject to possible redemption in the amount of $ 54,506,397 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). INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) The amounts of Class A ordinary shares reflected on the balance sheets 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 January 1, 2023 $ 208,932,880 Accretion of carrying value to initial redemption value 7,715,207 Redemption of Class A ordinary shares $ (133,124,975 ) Class A ordinary shares subject to possible redemption at December 31, 2023 $ 83,523,112 Accretion of carrying value to initial redemption value 1,269,100 Redemption of Class A ordinary shares $ (30,285,815 ) Class A ordinary shares subject to possible redemption at March 31, 2024 $ 54,506,397 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023, and for the three months ended March 31, 2024 and 2023. 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 (Unaudited) Net income 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 per share is computed by dividing net income by the weighted average number of ordinary share outstanding during the period, excluding ordinary share subject to forfeiture. At March 31, 2024, 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 per share is the same as basic income per share for the periods presented. The following table reflects the calculation of basic and diluted net income 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 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 301,466 $ 288,637 $ 712,719 $ 285,519 Denominator: Basic and diluted weighted average common shares 6,092,346 5,833,083 14,560,700 5,833,083 Basic and diluted net income per ordinary share $ 0.05 $ 0.05 $ 0.05 $ 0.05 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 March 31, 2024 and December 31, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently issued accounting pronouncements 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. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. INFINT ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no Cash and Marketable Securities Held in Trust Account As of December 31, 2023 and 2022, the Company had $ 83,523,112 208,932,880 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 Topic 5A, “ Expenses of Offering 582,540 268,617 8,499,949 Class A ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 83,523,112 208,932,880 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 SHARE SUBJECT TO POSSIBLE REDEMPTION Class A ordinary shares subject to possible redemption at January 1, 2022 $ 202,998,782 Accretion of carrying value to initial redemption value 5,934,098 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 208,932,880 Accretion of carrying value to initial redemption value 7,715,207 Redemption of Class A Ordinary Shares (133,124,975 ) Class A ordinary shares subject to possible redemption at December 31, 2023 $ 83,523,112 Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no INFINT ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS 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. 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, 2023 and 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 BASIS AND DILUTED NET LOSS PER ORDINARY SHARES Class A Class B Class A Class B For the year ended December 31, 2023 For the year ended December 31, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 2,003,234 $ 1,165,646 $ (860,883 ) $ (251,081 ) Denominator: Basic and diluted weighted average common shares 10,024,516 5,833,083 19,999,880 5,833,083 Basic and diluted net income (loss) per ordinary share $ 0.20 $ 0.20 $ (0.04 ) $ (0.04 ) 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 (as defined below) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. (ee) Other income and expenses (ff) Business combination (gg) Prefunding to remittances partner 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. |
Seamless Group Inc. [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 Summary of significant accounting policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation and principles of consolidation The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of March 31, 2024 and the results of operations for the Three months ended March 31, 2024 and 2023. 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 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, 2023. (b) Going concern The accompanying unaudited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2024, the Company had cash balances of $ 46.8 71.9 38.4 2.6 0.2 0.01 0.5 While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy. (c) Use of estimates The preparation of the accompanying unaudited 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 equity investee, valuation of convertible bonds and the valuation allowance for deferred tax assets. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, 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. (d) 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. Contract assets represent the Company’s right to consideration for performance obligations that have been fulfilled but for which the customer has not been billed as of the balance sheet date. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) 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. Remittance services are further divided into Fiat Currency Prefunded Remittance Service and XRP Prefunded Remittance Service. Management has considered these two services to be two product lines. The customers of the remittance services are financial institutions (referred to as “Remittance Partners”). Remittance Partners who use the fiat currency prefunding option for their remittance business with the Company are referred to as Fiat Currency Prefunded Remittance Partners, whereas customers who choose the XRP Prefunding mode are referred to as XRP Prefunded Remittance Partners. Fiat Currency Prefunded Remittance Service The Company earns revenue by charging their customers a Fiat Currency Prefunded Remittance Fee when they use the Company’s platform to transfer money to a beneficiary in another country. These Fiat Currency Prefunded Remittance Fees are fixed and specific for every country’s currency and are charged at the point-in-time of executing this performance obligation. Prior to delivering cash to the customer’s beneficiary, the customer must directly provide the Company with prefunding (i.e., the cash to be remitted to the beneficiary). This is the traditional prefunding process, which the Company describes as Fiat Currency Prefunded Remittance Service. XRP Prefunded Remittance Service Unlike the Fiat Currency Prefunded Remittance Service, the customer obtains prefunding through Ripple Solution offered by Ripple Lab Inc. (see Note 8) with the XRP Prefunded Remittance Service. Ripple supplies the customer with the XRP equivalent of the requested prefunding. The Company subsequently liquidates this XRP on Ripple’s behalf, and the fiat currency obtained as a result of the liquidation process is transferred to the customer’s beneficiary. Customers who prefund their remittance service with XRP must enter into an agreement with Ripple and undergo stringent credit checks in order to get XRP prefunding and use Ripple’s platform. The Company charges their customers an XRP Prefunded Remittance Service Fee when the money is transferred to the customer’s beneficiary. For both the XRP Prefunded and Fiat Currency Prefunded Remittance Services, the Company has no obligations to the customer in terms of guarantees, warranties or other similar obligations. There are also no significant payment terms involved as the Company obtains their fees shortly after charging their customers. Sales Walletku Modern Channel Revenue from the sale of goods is recognized at the point in time when the Company satisfies their performance obligation, which is upon delivery of the goods to the 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. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) (e) 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. TNG (Asia) Limited (“TNGA”), the Tranglo Sdn BHD and related subsidiaries (“Tranglo”), GEA Limited and GEA Pte Ltd. (“GEA”) and PT Walletku Indompet Indonesia (“Walletku”) are all considered operating segments. These have been aggregated into two reportable segments, which are remittance services and sales of airtime, as described in Note 6. Other services are not assigned to a specific reportable segment as their results of operations are immaterial. The remittance segment is operated through TNGA, GEA and Tranglo. TNGA and GEA are in the retail remittance business in Hong Kong, which is in the upstream segment of the remittance business, whereas Tranglo operates the remittance hub covering Southeast Asia and globally, and is thus in the downstream segment of the remittance business. Management operates, monitors and evaluates the whole remittance business through these three subsidiaries so as to generate the maximum synergy and create maximum value for the Company. The Company operates the airtime segment via their international airtime transfer business through Tranglo and their retail airtime trading business locally in Indonesian through WalletKu. As with the remittance segment, management believes maximum synergy and business value can best be achieved by aggregating and managing the airtime business through these two subsidiaries. (f) Share-based compensation The Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation – Stock Compensation” (“ASC 718”), under which the fair value of awards issued to employees is expensed over the period in which the awards vest. The Company had an incentive plan approved and adopted on September 13, 2018, namely the 2018 Equity Incentive Plan. Under the 2018 Equity Incentive Plan, a total of 2,591,543 978,397 12.87 5,803,000 All shares granted under the 2022 Incentive Plan will be vested upon (i) the completion of an IPO or (ii) the completion of a de SPAC merger. The Incentive shares will then be vested under a trust. The trustee will distribute the vested shares to the staff based on a schedule of (i) one third immediately upon the vesting of Incentive shares at the time of completion of IPO or de SPAC, (ii) one third on the first anniversary date thereafter, (iii) one third on the second anniversary date thereafter. The fair value of the awards granted on July 29, 2022 is $ 32,790,450 305,947 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) (g) Prefunding to remittances partner Prefunding to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future. The prepayments are utilized when a remittance order is executed by the partner and the resulting amount of the order is deducted from the balance with the partner. We allow our remittance partners to prefund their balance through cryptocurrencies. These cryptocurrencies are mainly XRP. Ripple provides the XRP upon request to the Company and our remittance partners. Under applicable accounting standards, we are an agent when facilitating cryptocurrency transactions on behalf of our customers. These cryptocurrencies are held under a bailment arrangement in an account in the Company’s name on behalf of our business partner but they are not Seamless’s assets and therefore, are not reflected as cryptocurrency assets on our consolidated balance sheets . Although the Company does not control the XRP in the bailment account, we are responsible for safeguarding the XRP in the bailment account. Independent Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange (“Pdax”), Betur, Inc. (“Coins.ph”) and Bitstamp Global Limited (“Bitstamp”) (collectively, the “Cryptocurrency Exchanges”) are centralized crypto exchanges which keep the cryptographic keys for each respective XRP wallet and provide the Company with its respective API access keys. The Company is the only party that holds the API access keys that grant it direct access to its XRP wallet maintained on the respective Cryptocurrency Exchange. The Cryptocurrency Exchanges maintain records of all assets deposited by its users and send statements to the Company. The Company reconciles its internal ODL transaction records to the statements received from the Cryptocurrency Exchanges to ensure that these are accurate. The Company has an obligation to protect the API access keys from being abused or stolen. The Company is responsible for any damages caused by loss or theft. Due to the unique risks associated with cryptocurrencies, including technological, legal, and regulatory risks, in accordance with Staff Accounting Bulletin No. 121 (“SAB 121”), we recognize a crypto asset safeguarding liability to reflect our obligation to safeguard the crypto assets held in the bailment account, which is recorded in Accounts payable, accruals and other payables on our consolidated balance sheet. We also recognize a corresponding safeguarding asset which is recorded in Prepayments, receivables and other assets on our consolidated balance sheet. The crypto asset safeguarding liability and corresponding safeguarding asset are measured and recorded at fair value on a recurring basis using prices available in the market we determine to be the principal market at the balance sheet date. The corresponding safeguarding asset may be adjusted for loss events, as applicable. As of March 31, 2024, the Company has not incurred any safeguarding loss events, and therefore, the crypto asset safeguarding liability and corresponding safeguarding asset were recorded at the same value. Safeguarding assets as of March 31, 2024 and December 31, 2023 are $ 2,378,432 1,983,116 2,378,432 1,983,116 (h) 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. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 2 Summary of significant accounting policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation and principles of consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Seamless Group Inc. and its majority-owned subsidiaries. Non-controlling interest is recorded in the consolidated financial statements to recognize the minority ownership interest in the consolidated subsidiaries. Non-controlling interest in the profits and losses represent the share of net income or loss allocated to the minority interest holders of the consolidated subsidiaries. All intercompany transactions and balances have been eliminated in these consolidated financial statements. (b) Going concern The accompanying audited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had cash balances of $ 48.5 70.5 36.2 14.4 15.3 1.4 1.2 While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy. (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, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (d) Foreign currency Foreign subsidiaries have designated the local currency of their respective countries as their functional currency. Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in the consolidated statements of operations and comprehensive loss. Non-monetary items are not subsequently re-measured. The Company uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position, respectively, from the functional currency into the US$. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity. (e) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use and with original maturities of three months or less when purchased. (f) Short-term investments Short-term investments include fixed deposits with original maturities of greater than three months but less than one year. (g) Restricted cash Restricted cash includes the balance in the Company’s e-wallet mobile application held by the Company on behalf of the individual e-wallet users. It is the Company’s policy to maintain approximately 110% of the amount deposited in case of immediate cash withdrawal by e-wallet users. It also includes fixed deposits pledged to the banks as security for banking facilities granted to the Company. (h) Accounts receivable Accounts receivable represents the amounts that the Company has an unconditional right to receive. The Company complies with Accounting Standards Codification (“ASC”) 326, which employs an approach based on expected losses to estimate the allowance for doubtful accounts. 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 a credit loss of US$ 187,462 and US$ 117,195 as of December 31, 2023 and 2022, respectively. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (i) Escrow money receivable Escrow money receivable arises due to the time required to initiate collection from and clear transactions through external merchants. Escrow money receivable represents the money collected by merchants when e-wallet users fund mobile payments through the Company’s e-wallet mobile application, and there is a clearing period before the cash is received or settled, usually up to five business days. Escrow money receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognized at fair value. The Company holds the escrow money receivables with the object to collect the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method. (j) 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. (k) Equipment, net Equipment, 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 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) (k) Equipment, 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 are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statements of operations and comprehensive loss. (l) 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 (m) 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 values of the reporting units is not less than carrying amount, no impairment was recorded for the years ended December 31, 2023 and 2022. (n) 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 not record any impairment of long-lived assets during the years ended December 31, 2023 and 2022. (o) 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. (p) 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) (q) 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. (r) 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, 2023 and 2022, 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) (s) 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. Contract assets represent the Company’s right to consideration for performance obligations that have been fulfilled but for which the customer has not been billed as of the balance sheet date. 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. Remittance services are further divided into Fiat Currency Prefunded Remittance Service and XRP Prefunded Remittance Service. Management has considered these two services to be two product lines. The customers of the remittance services are financial institutions (referred to as “Remittance Partners”). Remittance Partners who use the fiat currency prefunding option for their remittance business with the Company are referred to as Fiat Currency Prefunded Remittance Partners, whereas customers who choose the XRP Prefunding mode are referred to as XRP Prefunded Remittance Partners. Fiat Currency Prefunded Remittance Service The Company earns revenue by charging their customers a Fiat Currency Prefunded Remittance Fee when they use the Company’s platform to transfer money to a beneficiary in another country. These Fiat Currency Prefunded Remittance Fees are fixed and specific for every country’s currency and are charged at the point-in-time of executing this performance obligation. Prior to delivering cash to the customer’s beneficiary, the customer must directly provide the Company with prefunding (i.e., the cash to be remitted to the beneficiary). This is the traditional prefunding process, which the Company describes as Fiat Currency Prefunded Remittance Service. XRP Prefunded Remittance Service Unlike the Fiat Currency Prefunded Remittance Service, the customer obtains prefunding through Ripple Solution offered by Ripple Lab Inc. (see Note 21) with the XRP Prefunded Remittance Service. Ripple supplies the customer with the XRP equivalent of the requested prefunding. The Company subsequently liquidates this XRP on Ripple’s behalf, and the fiat currency obtained as a result of the liquidation process is transferred to the customer’s beneficiary. Customers who prefund their remittance service with XRP must enter into an agreement with Ripple and undergo stringent credit checks in order to get XRP prefunding and use Ripple’s platform. The Company charges their customers an XRP Prefunded Remittance Service Fee when the money is transferred to the customer’s beneficiary. For both the XRP Prefunded and Fiat Currency Prefunded Remittance Services, the Company has no obligations to the Customer in terms of guarantees, warranties or other similar obligations. There are also no significant payment terms involved as the Company obtains their fees shortly after charging their c SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) 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. (t) 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 of acquired computer software, developed technologies, cost of digital - pulses, data packages, game vouchers, bill payment, SIM Cards (starter pack) and airtime balance. (u) 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$ 784,818 618,661 (v) 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. (w) Employee benefit expenses The Company’s costs related to the staff retirement plans (see Note 16) are charged to the consolidated statements of operations and comprehensive loss as incurred. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (x) 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, 2023 and 2022, respectively, which would have a material impact on the Company’s consolidated financial statements. (y) 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, 2023 and 2022, the outstanding balances of US$ 10,000,000 10,000,000 1,532,798 1,532,798 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of Significant Accounting Policies (Continued) (z) 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. TNG (Asia) Limited (“TNGA”), the Tranglo Sdn BHD and related subsidiaries (“Tranglo”), GEA Limited and GEA Pte Ltd. (“GEA”) and PT Walletku Indompet Indonesia (“Walletku”) are all considered operating segments. These have been aggregated into two reportable segments, which are remittance services and sales of airtime, as described in Note 18. Other services are not assigned to a specific reportable segment as their results of operations are immaterial. The remittance segment is operated through TNGA, GEA and Tranglo. TNGA and GEA are in the retail remittance business in Hong Kong, which is in the upstream segment of the remittance business, whereas Tranglo operates the remittance hub covering Southeast Asia and globally, and is thus in the downstream segment of the remittance business. Management operates, monitors and evaluates the whole remittance business through these three subsidiaries so as to generate the maximum synergy and create maximum value for the Company. The Company operates the airtime segment via its international airtime transfer business through Tranglo and its retail airtime trading business locally in Indonesian through WalletKu. As with the remittance segment, management believes maximum synergy and business value can best be achieved by aggregating and managing the airtime business through these two subsidiaries. (aa) Share capital The Company has only one class of common shares authorized, issued and outstanding. (bb) 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. (cc) 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, 2023, 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 (2022: four customers) which constituted approximately 53 % (2022: 71 %) of its accounts receivable as of December 31, 2023. 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, 2023 and 2022 and believes its credit risk to be minimal. The Company does not require collateral or other security to support instruments subject to credit risk. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (dd) Share-based compensation The Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation – Stock Compensation” (“ASC 718”), under which the fair value of awards issued to employees is expensed over the period in which the awards vest. The Company had an incentive plan approved and adopted on September 13, 2018, namely the 2018 Equity Incentive Plan. Under the 2018 Equity Incentive Plan, a total of 2,591,543 978,397 12.87 5,803,000 All shares granted under the 2022 Incentive Plan will be vested upon (i) the completion of an IPO or (ii) the completion of a de SPAC merger. The Incentive shares will then be vested under a trust. The trustee will distribute the vested shares to the staff based on a schedule of (i) one third immediately upon the vesting of Incentive shares at the time of completion of IPO or de SPAC, (ii) one third on the first anniversary date thereafter, (iii) one third on the second anniversary date thereafter. The Company estimates the fair value of awards using a binomial pricing model. The Company accounts forfeitures as they occur. For the awards granted on July 29, 2022, the following assumptions were used in the model: SCHEDULE OF FAIR ASSUMPTIONS OF AWARDS GRANTED Expected Volatility ( 39.84 43.74 Expected Dividend Yield ( 0 Expected Time to Liquidity ( 0.92 2.92 Exercise Price ($ Nil Stock price at grant date ($ 6.55 Weighted Average Fair Value of 1 Share ($ 5.73 The fair value of the awards granted on July 29, 2022 is $ 32,790,450 77,261 (ee) Other income and expenses The Company accounts for gain or loss from exchange differences in other income and expenses. (ff) Business combination The Company accounts for business combinations using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations”. Acquisition method accounting requires that the consideration transferred be allocated to the assets, including separately identifiable assets, and liabilities the Company acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the Statement of Operations and Comprehensive Loss. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of Significant Accounting Policies (Continued) (gg) Prefunding to remittances partner Prefunding to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future. The prepayments are utilized when a remittance order is executed by the partner and the resulting amount of the order is deducted from the balance with the partner. We allow our remittance partners to prefund their balance through cryptocurrencies. These cryptocurrencies are mainly XRP. Ripple provides the XRP |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 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 Units at $ 10.00 per Unit, generating gross proceeds of $ 199,998,800 , and incurring offering costs of approximately $ 9,351,106 which $ 2,499,985 was for underwriting fees, $ 5,999,964 was for deferred underwriting commissions, $ 268,617 for the fair value of the Representative Shares and $ 582,540 was for other offering costs. 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 per whole share (see Note 7). | 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 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 Private Placement Warrants to the Sponsor, at a price of $ 1.00 per Private Placement Warrant, generating total gross proceeds of $ 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) | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 1.00 7,796,842 The proceeds from the sale of the Private Placement Warrants have been added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the Initial Public Offering, except as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. INFINT ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares At March 31, 2024 and December 31, 2023, the Company issued an aggregate of 5,833,083 Class B ordinary shares to the Sponsor for an aggregate purchase price of $ 25,100 in cash. Our Sponsor transferred 69,999 Class B ordinary shares to EF Hutton and 30,000 Class B ordinary shares to JonesTrading as Representative Shares (the Representative Shares are deemed to be underwriter’s compensation by the Financial Industry Regulatory Authority (“FINRA”) pursuant to Rule 5110 of the FINRA Manual). The initial shareholders collectively own 22.58 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities). The initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary share (except to certain permitted transferees) 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 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 -trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary share for cash, securities or other property. 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 , to be used for payment of costs related to the Initial Public Offering. The note is interest bearing ( 0.01 % annual rate) and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. These amounts will be repaid upon completion of the Initial Public Offering out of the $ 696,875 of offering proceeds that has been allocated for the payment of offering expenses. The Company borrowed $ 338,038 (including interest) under the Promissory Note, and fully repaid the IPO Promissory Note in full on December 10, 2021 . As of March 31, 2024 and December 31, 2023, there was no outstanding balance under the IPO Promissory Note. Administrative Services Arrangement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on NYSE through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $ 10,000 per month for these services. For the three months ended March 31, 2024, the Company incurred $ 30,000 in expenses for these services. I n addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 6,000 . For the three months ended March 31, 2023, the Company incurred $ 30,000 in expenses for these services. I n addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 24,970 . 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 of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $ 1.00 per warrant. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On May 1, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 150,000 to the Sponsor, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company. The Note does not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding under the Note into that number of private placement warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $ 1.00 , rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants, including the transfer restrictions applicable thereto. The Note was subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. On September 13, 2023, the Company issued an unsecured promissory note (the “Amended Note”) in the principal amount of up to $ 400,000 to the Sponsor, which may be drawn down from time to time prior to the Maturity Date upon request by the Company. The Amended Note amended, replaced and superseded in its entirety the Note, and any unpaid principal balance of the indebtedness evidenced by the Note has been merged into and evidenced by the Amended Note. The Amended Note does not bear interest and the principal balance will be payable on the Maturity Date. In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding under the Amended Note into that number of Working Capital Warrants equal to the portion of the principal amount of the Amended Note being converted divided by $ 1.00 , rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants, including the transfer restrictions applicable thereto. The Amended Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Amended Note and all other sums payable with regard to the Amended Note becoming immediately due and payable. As of March 31, 2024 and December 31, 2023, the Company has borrowed $ 325,000 from the Working Capital Loans, respectively. On March 6, 2024, the Company issued an unsecured promissory note (the “Seamless Note”) in the principal amount of up to $ 500,000 to Seamless, which may be drawn down from time to time prior to the Maturity Date upon request by the Company. The Seamless Note does not bear interest and the principal balance will be payable on the Maturity Date. The Seamless Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Second Note and all other sums payable with regard to the Seamless Note becoming immediately due and payable. As of March 31, 2024 and December 31, 2023, the Company has borrowed $ 241,706 and nil from the Seamless Note, respectively. INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Representative Shares On November 23, 2021, the Company assigned 99,999 shares of Class B ordinary share to the representative for nominal consideration (the “Representative Shares”). The Company estimated the fair value of Representative Shares to be $ 268,617 , which is 2.87 % of total offering cost of $ 9,351,106 . The Company recognized the estimated fair value as part of offering costs. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. 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). | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares SCHEDULE OF RELATED PARTY TRANSACTIONS At December 31, 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 “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 December 31, 2023 and 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 per month for these services. For the year ended December 31, 2023, the Company incurred $ 120,000 in expenses for these services. I n addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 88,395 120,000 in expenses for these services. n addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $ 167,618 . 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 1.00 325,000 nil On March 6, 2024, the Company issued an unsecured promissory note in the principal amount up to $ 500,000 INFINT ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS Representative Shares On November 23, 2021, the Company assigned 99,999 268,617 2.87 9,351,106 The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110I(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
Seamless Group Inc. [Member] | ||
RELATED PARTY TRANSACTIONS | 8 Related party transactions RELATED PARTY TRANSACTIONS (a) Related parties Name of related parties Relationship with the Company Dr. Ronnie Hui Chief Executive Officer of the Company Mr. Takis Wong Chief Operating Officer of the Company Mr. Alexander Kong Chairman of Seamless Group Regal Planet Limited Ultimate holding company Sino Dynamic Solutions Limited Company controlled by a director of the Company PT Walletku Indompet Indonesia Investment held indirectly by the Company Ripple Labs Singapore Pte. Ltd. Minority 40% owner of Tranglo Sdn. Bhd. (“Tranglo”) Ripple Services, Inc. Minority 40% owner of Tranglo Sdn. Bhd. (“Tranglo”) (b) The Company had the following significant related party transactions for the Three months ended March 31, 2024 and 2023, respectively: SCHEDULE OF RELATED PARTY TRANSACTIONS Three months ended March 31, 2024 2023 US$ US$ Sino Dynamic Solutions Limited Purchase of intangible assets 501,140 - Support and maintenance costs 230,115 230,516 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 8 Related party transactions (Continued) A Pay-Out Support Agreement (the “Agreement”) between Ripple Services, Inc. and Tranglo was entered into on March 10, 2021. According to the Agreement, Tranglo agreed to integrate with RippleNet and On Demand Liquidity (collectively the Ripple Solution) which are developed by Ripple for facilitating cross-border payments, and act as the service provider of Ripple. Under the Agreement, Tranglo’s remittance partners can choose to adopt the use of XRP provided by On-Demand Liquidity facility for prefunding purposes. Both Ripple and Tranglo agreed to make use of the Programmatic Liquidation system for liquidation of XRP as received by Tranglo for prefunding purposes into USD or other fiat currencies. Under the Agreement, Ripple guarantees that Tranglo will receive the agreed amount of fiat currencies from the liquidation of XRP on every agreed XRP prefunding arrangement, and that any shortfall in the liquidation process will be covered by Ripple. In exchnage, Tranglo has to offer certain discounts on transaction fees and foreign exchange fees for the remittance partners who adopt the On-Demand Liquidity services of Ripple Solution and use XRP for prefunding transactions. Ripple Labs Singapore Pte. Ltd. and Tranglo entered into a Master XRP Commitment to Sell Agreement on March 11, 2022, which was subsequently amended in 2022 and 2023 (referred to as the “Tranglo Commitment to Sell Agreement”). Pursuant to the Tranglo Commitment to Sell Agreement, Tranglo can execute ODL transactions in which Ripple Labs Singapore Pte. Ltd will make available via automated wallet funding service (“AWF”) up to $ 50,000,000 The balance of deposits of XRP in Tranglo’s crypto wallet as of March 31, 2024 and December 31, 2023 was approximately $ 2.4 2.0 50.0 Ripple Labs Singapore Pte. Ltd. and GEA also entered into a Master XRP Commitment to Sell Agreement on September 12, 2022 (referred to as the “GEA Commitment to Sell Agreement”), when GEA was onboarded as an ODL RP. Pursuant to the GEA Commitment to Sell Agreement, GEA can execute ODL transactions. Under the GEA Commitment to Sell Agreement, Ripple Labs Singapore Pte. Ltd deposits certain amounts of XRP into the account of its ODL RP (i.e., the crypto wallet of GEA). The GEA Commitment to Sell Agreement stipulates that the legal title and rights to the XRP deposited in GEA’s crypto wallet belong to Ripple Labs Singapore Pte. Ltd. Under the GEA Commitment to Sell Agreement, GEA agrees to transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte. Ltd in its bailment account to Tranglo for prefunding purposes. Once the XRP transfer is confirmed, the legal title of that XRP will be transferred from Ripple Labs Singapore Pte. Ltd to GEA. Also, in exchange for obtaining the XRP, GEA has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte. Ltd. Ripple Labs Singapore Pte. Ltd and GEA also entered into a Line of Credit and related addendums in connection with the GEA Commitment to Sell Agreement, under which Ripple Labs Singapore Pte. Ltd provided to GEA a $ 5 The balance of deposits of XRP in GEA’s crypto wallet as of March 31, 2024 and December 31, 2023 was zero and zero, respectively. There is no maximum limit included in the GEA Commitment to Sell Agreement. Under the Master XRP Commitment to Sell Agreement signed between Ripple and GEA Limited, Ripple will make available XRP for GEA. GEA can choose to adopt the use of XRP provided by Ripple’s On-Demand Liquidity facility for prefunding purposes. Each withdrawal of XRP shall be converted into a USD purchase price based on mutually agreed upon rate quote. XRP will be sent to Tranglo for liquidation of XRP into USD by Programmatic Liquidation system for prefunding transactions. The total dollar value of the ODL remittance partner transactions related to the XRP that was drawn down in the prefunding arrangements for the three months period ended March 31, 2024 and 2023 are approximately $ 79.3 230.0 0.3 0.7 177.8 261.1 Nil 104.2 177.8 156.9 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 8 Related party transactions (Continued) (c) The Company had the following related party balances as of March 31, 2024 and December 31, 2023: SCHEDULE OF RELATED PARTY BALANCES March 31, 2024 December 31, 2023 US$ US$ Amounts due from related parties Sino Dynamic Solutions Limited 5,722,124 7,148,208 Others 330,720 139,168 Amounts due from related parties 6,052,844 7,287,376 Amounts due to related parties Regal Planet Limited 48,175,061 48,654,398 Sino Dynamic Solutions Limited 2,355,072 4,130,912 Mr. Alexander Kong 414,239 114,374 Ripple Lab Inc. 31,225,730 32,584,911 Others 998,469 1,003,924 Amounts due to related parties 83,168,572 86,488,519 The amounts due from/to related parties are unsecured, interest-free and repayable on demand, except for the balance with Ripple, which is interest free for one week. Interest paid to Ripple for the periods ended March 2024 and 2023 is US$ 151,563 100,377 Amount due to Ripple of $ 24 Borrowings arising from transactions with related parties are described in Note 4. | 21 Related party transactions RELATED PARTY TRANSACTIONS (a) Related parties Name of related parties Relationship with the Company Dr. Ronnie Hui Chief Executive Officer of the Company Mr. Takis Wong Chief Operating Officer of the Company Mr. Alexander Kong Chairman of Seamless Group Regal Planet Limited Ultimate holding company Sino Dynamic Solutions Limited Company controlled by a director of the Company PT Walletku Indompet Indonesia Investment held indirectly by the Company Ripple Labs Singapore Pte. Ltd. Minority 40% owner of Tranglo Ripple Services, Inc. Minority 40% owner of Tranglo SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 21 Related party transactions (continued) (b) The Company had the following significant related party transactions for the years ended December 31, 2023 and 2022, respectively: SCHEDULE OF RELATED PARTY TRANSACTIONS Years ended December 31, 2023 2022 US$ US$ Sino Dynamic Solutions Limited Purchase of intangible assets 2,551,184 - Support and maintenance costs 919,654 919,404 A Pay-Out Support Agreement (the “Agreement”) between Ripple Services, Inc. and Tranglo was entered into on March 10, 2021. According to the Agreement, Tranglo agreed to integrate with RippleNet and On Demand Liquidity (collectively the Ripple Solution) which are developed by Ripple for facilitating cross-border payments, and act as the service provider of Ripple. Under the Agreement, Tranglo’s remittance partners can choose to adopt the use of XRP provided by On-Demand Liquidity facility for prefunding purposes. Both Ripple and Tranglo agreed to make use of the Programmatic Liquidation system for liquidation of XRP as received by Tranglo for prefunding purposes into USD or other fiat currencies. Under the Agreement, Ripple guarantees that Tranglo will receive the agreed amount of fiat currencies from the liquidation of XRP on every agreed XRP prefunding arrangement, and that any shortfall in the liquidation process will be covered by Ripple. In exchnage, Tranglo has to offer certain discounts on transaction fees and foreign exchange fees for the remittance partners who adopt the On-Demand Liquidity services of Ripple Solution and use XRP for prefunding transactions. Ripple Labs Singapore Pte. Ltd. and Tranglo entered into a Master XRP Commitment to Sell Agreement on March 11, 2022, which was subsequently amended in 2022 and 2023 (referred to as the “Tranglo Commitment to Sell Agreement”). Pursuant to the Tranglo Commitment to Sell Agreement, Tranglo can execute ODL transactions in which Ripple Labs Singapore Pte. Ltd will make available via automated wallet funding service (“AWF”) up to $ 50,000,000 The balance of deposits of XRP in Tranglo’s crypto wallet as of December 31, 2023 and 2022 was approximately $ 2.0 3.3 50.0 Ripple Labs Singapore Pte. Ltd. and GEA also entered into a Master XRP Commitment to Sell Agreement on September 12, 2022 (referred to as the “GEA Commitment to Sell Agreement”), when GEA was onboarded as an ODL RP. Pursuant to the GEA Commitment to Sell Agreement, GEA can execute ODL transactions. Under the GEA Commitment to Sell Agreement, Ripple Labs Singapore Pte. Ltd deposits certain amounts of XRP into the account of its ODL RP (i.e., the crypto wallet of GEA). The GEA Commitment to Sell Agreement stipulates that the legal title and rights to the XRP deposited in GEA’s crypto wallet belong to Ripple Labs Singapore Pte. Ltd. Under the GEA Commitment to Sell Agreement, GEA agrees to transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte. Ltd in its bailment account to Tranglo for prefunding purposes. Once the XRP transfer is confirmed, the legal title of that XRP will be transferred from Ripple Labs Singapore Pte. Ltd to GEA. Also, in exchange for obtaining the XRP, GEA has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte. Ltd. Ripple Labs Singapore Pte. Ltd and GEA also entered into a Line of Credit and related addendums in connection with the GEA Commitment to Sell Agreement, under which Ripple Labs Singapore Pte. Ltd provided to GEA a $ 5 The balance of deposits of XRP in GEA’s crypto wallet as of December 31, 2023 and 2022 was zero and approximately $ 2.5 Under the Master XRP Commitment to Sell Agreement signed between Ripple and GEA Limited, Ripple will make available XRP for GEA. GEA can choose to adopt the use of XRP provided by Ripple’s On-Demand Liquidity facility for prefunding purposes. Each withdrawal of XRP shall be converted into a USD purchase price based on mutually agreed upon rate quote. XRP will be sent to Tranglo for liquidation of XRP into USD by Programmatic Liquidation system for prefunding transactions. The total dollar value of the ODL remittance partner transactions related to the XRP that was drawn down in the prefunding arrangements for the years ended December 31, 2023 and 2022 are approximately $ 475.3 721.1 1.8 2.6 698.6 738.6 104.2 485.3 594.4 253.3 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 21 Related party transactions (continued) (c) The Company had the following related party balances as of December 31, 2023 and 2022: SCHEDULE OF RELATED PARTY BALANCES December 31, 2023 2022 US$ US$ Amounts due from related parties PT Walletku Indompet Indonesia - - Sino Dynamic Solutions Limited 7,148,208 4,382,762 Others 139,168 100,466 Amounts due from related parties 7,287,376 4,483,228 Amounts due to related parties Regal Planet Limited 48,654,398 49,079,276 Sino Dynamic Solutions Limited 4,130,912 1,245,564 Mr. Alexander Kong 114,374 114,508 Ripple Lab Inc. 32,584,911 32,310,978 Others 1,003,924 1,006,991 Amounts due to related parties 86,488,519 83,757,317 The amounts due from/to related parties are unsecured, interest-free and repayable on demand, except for the balance with Ripple, which is interest free for one week. Interest paid to Ripple for the year ended December 2023 and 2022 is US$ 812,473 191,245 Amount due to Ripple of $ 26 Borrowings arising from transactions with related parties are described in Note 11. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 shares 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 units to cover over-allotments at the Initial Public Offering price. The underwriter received a cash underwriting discount of (i) one and one-quarter percent ( 1.25 %) of the gross proceeds of the Initial Public Offering, or $ 2,499,985 , and (ii) one half of a percent ( 0.5 %) in the form of Representative Shares. In addition, the underwriter is entitled to a deferred fee of three percent ( 3.00 %) of the gross proceeds of the Initial Public Offering, or $ 5,999,964 , upon closing of the Business Combination, pursuant to the underwriting agreement dated November 18, 2021 (the “Underwriting Agreement”). The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the Underwriting Agreement. 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) | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the insider shares, as well as the holders of the Private Placement Warrants (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriter (and/or its designees) may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date of the Initial Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary share are to be released from escrow. The holders of a majority of the Private Placement Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriter (and/or its designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriter and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriter and/or its designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering. Underwriting Agreement The Company purchased the 2,608,680 The underwriter received a cash underwriting discount of: (i) one and one-quarter percent ( 1.25 2,499,985 0.5 3.00 5,999,964 Shareholder Support Agreement Concurrently with the execution of the Business Combination Agreement, INFINT, 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 Transactions, (c) not transfer their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at or prior to Closing. Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, Sponsor, INFINT and Seamless had entered into the Sponsor Support Agreement, pursuant to which, among other things, Sponsor agreed to (a) vote at the Company’s 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. Lock-Up Agreement At the Closing, INFINT will enter into individual Lock-Up Agreements with each of certain Seamless Shareholders (each, a “Locked-Up Shareholder”) pursuant to which, among other things, the 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 INFINT consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of INFINT’s shareholders having the right to exchange their INFINT 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(f)(2)I(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. INFINT ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS |
Seamless Group Inc. [Member] | ||
COMMITMENTS AND CONTINGENCIES | 10 Commitments and Contingencies COMMITMENTS AND CONTINGENCIES The Company believes there are no commitments or contingencies arising from the normal course of business or any legal proceedings that require recognition or disclosure in the condensed consolidated financial statements. | 22 Commitments and Contingencies COMMITMENTS AND CONTINGENCIES The Company believes there are no commitments or contingencies arising from the normal course of business or any legal proceedings that require recognition or disclosure in the consolidated financial statements. |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
SHAREHOLDERS’ DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT Preferred Shares 5,000,000 preferred shares with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2024 and December 31, 2023, there were no preferred shares issued or outstanding. Class A Ordinary share 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share . At March 31, 2024 and December 31, 2023, there were no Class A ordinary shares issued and outstanding (excluding the 4,747,021 shares subject to redemption as of March 31, 2024 and 7,408,425 shares subject to redemption as of December 31, 2023, respectively). Class B Ordinary share — 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share . At March 31, 2024 and December 31, 2023, there were 5,833,083 Class B ordinary shares issued and outstanding. The Sponsor transferred 69,999 Class B Ordinary shares to EF Hutton and 30,000 Class B ordinary shares to JonesTrading as Representative Shares. Hence, as of March 31, 2024 and December 31, 2023, 5,733,084 of Class B ordinary shares were held by the Sponsor and 99,999 of such shares were held by the representatives as Representative Shares. The initial shareholders own 22.58 % of the issued and outstanding shares after the Initial Public Offering, assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering. As of March 31, 2024, the initial shareholders own approximately 55.1 % of the issued and outstanding shares. Class B ordinary share will automatically convert into Class A ordinary share at the time of the Company’s initial Business Combination on a one-for-one basis. Warrants — five years from the consummation of a Business Combination or earlier upon redemption or liquidation. 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 per warrant; ● 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 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● 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 warrants underlying additional Private Placement Warrants the Company issues to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering. Pursuant to the agreement that the Company has entered into with the holders of the Private Placement Warrants, the Private Placement Warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial Business Combination. At March 31, 2024 and December 31, 2023, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private Placement Warrants outstanding, respectively. 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. | NOTE 7. SHAREHOLDER’S EQUITY SHAREHOLDERS’ DEFICIT Preferred Shares 5,000,000 0.0001 Class A Ordinary share 500,000,000 0.0001 no 7,408,425 19,999,880 Class B Ordinary share — 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. At December 31, 2023 and December 31, 2022, there were 5,833,083 Class B ordinary shares issued and outstanding. The Sponsor transferred 69,999 Class B Ordinary shares to EF Hutton and 30,000 Class B ordinary shares to JonesTrading as representative shares. Hence, as of December 31, 2023 and 2022, 5,733,084 of Class B ordinary shares were held by the Sponsor and 99,999 of such shares were held by the representatives as representative shares. The initial shareholders own 22.58 % of the issued and outstanding shares after the Initial Public Offering, assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering. Class B ordinary share will automatically convert into Class A ordinary share at the time of the Company’s initial business combination on a one-for-one basis. Warrants — The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary share issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or such issuance is deemed to be exempt under the Securities Act and the securities laws of the state of residence of the registered holder of the warrants. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 ● if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary share issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A ordinary share at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. INFINT ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS In addition, if (x) the Company issues additional Class A ordinary share or equity-linked securities in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants, as well as up to 1,500,000 At December 31, 2023 and 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, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
INITIAL BUSINESS COMBINATION
INITIAL BUSINESS COMBINATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [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, August 11, 2023, December 7, 2023 and April 22, 2024 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. | NOTE 8. INITIAL BUSINESS COMBINATION On August 3, 2022, INFINT entered into the Business Combination Agreement with Merger Sub and Seamless. 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. The Business Combination Agreement was amended on October 20, 2022, November 29, 2022 and February 20, 2023. 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 INFINT ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS 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, August 11, 2023, December 7, 2023, and April 22, 2024, 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 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 February 2024, in accordance with the approval of the Second Extension Proposal, the lesser of (x) $ 160,000 and (y) $ 0.04 per public share multiplied by the number of public shares outstanding on each Contribution Date were deposited into the Trust Account. In accordance with the approval of the Third Extension Proposal, additional funds in the amount of $ 80,000 were deposited by Seamless to the Trust Account on April 18, 2024. | NOTE 9. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the date the audited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On January 19, 2024, the Company received a notification (the “Notice”) from the NYSE informing the Company that, because the number of public shareholders is less than 300, the Company is not in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Listing Rule”). The Listing Rule requires the Company to maintain a minimum of 300 public stockholders on a continuous basis. The Notice specifies that the Company has 45 days to submit a business plan that demonstrates how the Company expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice. On March 4, 2024, the Company submitted such a business plan to demonstrate how the Company expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice. The plan is currently under review by the staff of NYSE Regulation. If NYSE Regulation accepts the plan, the Company will be notified in writing and will be subject to periodic reviews including quarterly monitoring for compliance with such plan. If NYSE Regulation does not accept the plan, the Company will be subject to delisting procedures. The Company expects that upon completion of an initial business combination it will have at least 300 public shareholders. The Notice has no immediate impact on the Company’s Class A ordinary shares, and provided the NYSE approves the plan, the Company’s Class A ordinary shares are expected to continue to be listed and traded on the NYSE during the 18-month period, subject to the Company’s compliance with other NYSE listing standards and periodic review by the NYSE of the Company’s progress under the plan. On February 16, 2024, at the Extraordinary General Meeting of the Company, the shareholders of the Company approved a special resolution to amend the Charter to extend the date that the Company has to consummate a business combination from February 23, 2024 to the Third Extended Date. In connection with the votes to approve the Third Extension, the holders of 2,661,404 11.36 30.26 53.97 On March 6, 2024, the Company issued the Note in the principal amount of up to $ 500,000 |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Restatement of previously issued financial statements RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the financial statements, management identified that there is cryptocurrency, XRP, kept in the company’s crypto wallet under the bailment arrangement. Under the SAB 121, management considered that the Company has an obligation to safeguard its customers’ crypto assets. This has result in the company not recognising the safeguarding assets and safeguarding liabilities in the consolidated balance sheets as at December 31, 2022 and presentation in consolidated statements of cash flows as of December 31, 2022. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements. The following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the periods indicated. SCHEDULE OF EFFECT OF RESTATEMENT Previously Reported Adjustments As Restated December 31, 2022 Previously Reported Adjustments As Restated US$ US$ US$ Consolidated Balance Sheets as of December 31, 2022 Prepayments, receivables and other assets 31,776,196 5,787,354 37,563,550 Accounts payable, accruals and other payables 53,159,031 5,787,354 58,946,385 Consolidated Statement of Cash Flows for the year ended December 31, 2022 Prepayments, receivables and other assets (8,433,545 ) 2,636,855 (5,796,690 ) Accounts payable, accruals and other payables (9,612,845 ) (2,636,855 ) (12,249,700 ) SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
ACCOUNTS RECEIVABLE, NET | 4 Accounts receivable, net ACCOUNTS RECEIVABLE, NET SCHEDULE OF ACCOUNTS RECEIVABLE NET 2023 2022 December 31, 2023 2022 US$ US$ Accounts receivable 2,638,333 3,184,892 Allowance for credit losses (187,462 ) (117,195 ) Accounts receivable, net 2,450,871 3,067,697 The movements in allowance for credit losses are as follows: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS 2023 2022 December 31, 2023 2022 US$ US$ Balance at the beginning of year 117,195 — Additional for the year 70,267 — Acquisition of a subsidiary — 117,195 Balance at the end of year 187,462 117,195 |
PREPAYMENTS, RECEIVABLES AND OT
PREPAYMENTS, RECEIVABLES AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
PREPAYMENTS, RECEIVABLES AND OTHER ASSETS | 5 Prepayments, receivables and other assets PREPAYMENTS, RECEIVABLES AND OTHER ASSETS SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS 2023 2022 December 31, 2023 2022 US$ US$ Contract asset 6,888,954 4,657,799 Safeguarding assets 1,983,116 5,787,354 Other receivables 100,144 54,425 Prefunding to remittances partner 21,082,897 21,896,243 Deposits 1,402,729 1,438,316 Goods and services tax/ Value-added tax recoverable 26,493 13,842 Prepayments 553,258 503,123 Airtime stock 607,308 715,755 Inventory 125,603 162,227 Current tax recoverable 360,358 1,094,332 Others 1,094,379 1,240,134 Total 34,225,239 37,563,550 Inventory refers to resalable prepaid balance made to supplier on airtime, data package and phone cards. Movement of contract assets are as follows: SCHEDULE OF CONTRACT ASSETS December 31, 2023 2022 US$ US$ As at January 1 4,657,799 4,189,989 Rights of consideration for service rendered but not billed 2,231,155 467,810 As at December 31 6,888,954 4,657,799 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
INVESTMENT IN AN EQUITY SECURIT
INVESTMENT IN AN EQUITY SECURITY | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
INVESTMENT IN AN EQUITY SECURITY | 6 Investment in an equity security INVESTMENT IN AN EQUITY SECURITY Investment in an unquoted equity security as of December 31, 2023 and 2022 consisted of the following: SCHEDULE OF INVESTMENT IN AN EQUITY SECURITY December 31, 2023 2022 US$ US$ K Hub 0.54 % 100,000 100,000 K Hub 0.54 % 100,000 100,000 No impairment was recorded as of December 31, 2023 and 2022 as the Company evaluated the decline in fair value of the investment below its book value was not other-than-temporary. |
EQUIPMENT AND SOFTWARE, NET
EQUIPMENT AND SOFTWARE, NET | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
EQUIPMENT AND SOFTWARE, NET | 7 Equipment, net EQUIPMENT AND SOFTWARE, NET Equipment, net as of December 31, 2023 and 2022 consisted of the following: SCHEDULE OF EQUIPMENT AND SOFTWARE NET 2023 2022 December 31, 2023 2022 US$ US$ Office equipment 489,396 433,479 Furniture and fittings 303,331 298,076 Renovation 1,741,702 1,739,807 Signboard 2,195 2,195 Computer peripherals 3,301,853 3,074,341 Electrical installation 46,492 45,502 Mobile phone 10,022 9,013 Motor vehicle 14,536 97,479 Air conditioners 8,367 4,809 Total 5,917,894 5,704,701 Equipment and software, gross 5,917,894 5,704,701 Less: accumulated depreciation (4,901,404 ) (4,383,080 ) Equipment, net 1,016,490 1,321,621 Depreciation expenses of US$ 607,138 701,262 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
INTANGIBLE ASSETS, NET | 8 Intangible assets, net INTANGIBLE ASSETS, NET Intangible assets, net as of December 31, 2023 and 2022 consisted of the following: SCHEDULE OF INTANGIBLE ASSETS NET 2023 2022 December 31, 2023 2022 US$ US$ Software 22,778,055 20,546,739 Developed technologies 5,853,354 5,853,354 Trade names and trademarks 7,043,640 7,043,640 Total 35,675,049 33,443,733 Intangible assets, gross 35,675,049 33,443,733 Less: accumulated amortization (26,483,336 ) (23,593,955 ) Intangible assets, net 9,191,713 9,849,778 Amortization expenses of US$ 1,587,906 1,612,937 Amortization expenses of US$ 1,984,831 1,540,557 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8 Intangible assets, net (Continued) As of December 31, 2023, the estimated future amortization expense for each of the next five years and thereafter was as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES Amortization US$ For the year ending December 31, 2024 2,948,062 2025 2,779,867 2026 2,343,051 2027 815,240 2028 305,493 Thereafter — Total 9,191,713 |
GOODWILL
GOODWILL | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Seamless Group Inc. [Member] | ||
GOODWILL | 3 Goodwill GOODWILL SCHEDULE OF GOODWILL Goodwill US$ Balance as of January 1, 2023, December 31, 2023 and March 31, 2024 27,001,383 | 9 Goodwill GOODWILL Changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 were as follows: SCHEDULE OF GOODWILL Goodwill US$ Balance as of January 1, 2022 19,229,528 Goodwill from acquisition 7,771,855 Balance as of December 31, 2022, January 1, 2023 and December 31, 2023 27,001,383 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
LEASES | 10 Leases LEASES The Company entered into operating leases for computer peripherals and office properties in Malaysia and Indonesia. The leases in Malaysia included an option to renew for a one year term. None of the renewal options have been included in the measurement of the leases. The Company also entered into finance lease for computer peripherals. Right-of-use assets and lease liabilities, as of December 31, 2023 and 2022, are as follows: SCHEDULE OF RIGHT OF USE ASSETS AND LEASE LIABILITIES Line Items 2023 2022 Financial Statement December 31, Line Items 2023 2022 US$ US$ Right-of-use assets: Operating lease Right-of-use assets 154,234 342,432 Total right-of-use assets 154,234 342,432 Lease liabilities: Current liabilities Operating lease Current portion of lease liabilities 152,325 174,061 Total current operating lease liabilities 152,325 174,061 Non-current liabilities Operating lease Other payables - 158,895 Total non- current operating liabilities - 158,895 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10 Leases (Continued) The components of lease costs are as follows: SCHEDULE OF LEASE COSTS 2023 2022 Years ended December 31, 2023 2022 US$ US$ Operating lease costs 1,123,046 1,168,188 Short-term lease costs 141,889 80,217 Finance lease costs: Depreciation - 2,938 Interest on finance lease liabilities - 406 Total lease costs 1,264,935 1,251,749 Other information related to leases is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES December 31, 2023 US$ Weighted Average Remaining Lease Term Operating lease 10.5 Weighted Average Discount Rate Operating lease 8.6 % Cash flows related to leases are as follows: SCHEDULE OF CASHFLOWS RELATED TO LEASES 2023 2022 Years ended December 31, 2023 2022 US$ US$ Cash flows from operating activities: Payments for operating lease liabilities 199,447 172,711 Cash flows from financing activities: Principal payments on finance lease obligation - 61,048 Supplemental Cash Flow Data: Right-of-use assets obtained in exchange for new operating lease obligations 7,350 376,428 Future minimum lease payments under non-cancelable operating leases as of December 31, 2023 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON CANCELABLE OPERATING LEASES Operating lease US$ For the year ending December 31, 2024 157,991 2025 - Lease liabilities (Gross) 157,991 Less: imputed interest (5,666 ) Total lease liabilities 152,325 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
BORROWINGS
BORROWINGS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Seamless Group Inc. [Member] | ||
BORROWINGS | 4 Borrowings BORROWINGS SCHEDULE OF BORROWINGS March 31, 2024 December 31, 2023 US$ US$ Short-term borrowings (i) 8,744,474 8,772,710 Long-term borrowings (ii) 12,068,807 11,538,357 Less: current maturities (9,207,392 ) (9,031,383 ) Non-current maturities 2,861,415 2,506,974 (i) As of March 31, 2024 and December 31, 2023, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from 15.0 24.0 15.0 24.0 22.6 22.6 (ii) As of March 31, 2024 and December 31, 2023, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0 27.6 12.0 24.0 14.1 13.1 A loan of HK$ 4.7 0.6 12 12.3 1.6 12 3.6 0.5 12 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4 Borrowings (continued) (iv) As of March 31, 2024 and December 31, 2023, the Company had a loan of US$ 2.05 (v) As of March 31, 2024 and December 31, 2023, the Company had obtained a line of credit of US$ 5 12 5 5 As of March 31, 2024, loans of US$ 9.3 8.7 Interest expense during the periods ended March 31, 2024 and 2023 was US$ 1,311,363 1,382,023 As of March 31, 2024, the borrowings will be due according to the following schedule: SCHEDULE OF LONG TERM BORROWINGS Principal amounts US$ For the period ending March 31, Within one year 9,207,392 Within two years 570,657 Within three years 2,290,758 Total 12,068,807 The carrying values of short-term borrowings approximate their fair values due to their short-term maturities. The Company’s long-term borrowings are subject to both fixed and floating interest rates. The carrying values of each type of these borrowings approximate their fair values as the interest rates reflect the rates offered to other entities with similar characteristics to Seamless. | 11 Borrowings BORROWINGS SCHEDULE OF BORROWINGS December 31, 2023 2022 US$ US$ Short-term borrowings (i) 8,772,710 8,978,390 Long-term borrowings (ii) 11,538,357 12,305,279 Less: current maturities (9,031,383 ) (4,426,000 ) Non-current maturities 2,506,974 7,879,279 (i) As of December 31, 2023 and 2022, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from 15.0 24.0 15.0 24.0 22.6 22.4 (ii) As of December 31, 2023 and 2022, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0 24.0 2.5 24.0 13.1 15.5 As of December 31, 2023, the Company obtained loans from three members of management of the Company. A loan of HK$ 4.7 million (equivalent to US$ 0.6 million) has been provided by Mr. Takis Wong, the Chief Operating Officer, at an interest rate of 12 % per annum. The loan is unsecured and repayable in full on April 4, 2024. Another loan of HK$ 2.5 million and 9.8 million (equivalent to US$ 0.3 million and US$ 1.3 million) has been provided by Mr. Alexander Kong, the Chairman, at an interest rate of 12 % per annum. The loan is unsecured and repayable in full on March 30 and June 30, 2024, respectively. Another loan of HK$ 3.6 million (equivalent to US$ 0.6 million) has been provided by Dr. Ronnie Hui, the Chief Executive Officer, at an interest rate of 12 % per annum. The loan is unsecured and repayable on demand. The company is in negotiation to extend the above loans. (iii) As of December 31, 2023, the Company had a loan of US$ 2.05 (iv) As of December 31, 2023 and 2022, the Company had obtained a line of credit of US$5 million from Ripple Labs, Inc., one of the related parties of their subsidiary, Tranglo Sdn. Bhd. The loan is unsecured and has an interest rate of 12% per annum. Amount drawn down as of December 31, 2023 and 2022, was US$5 million and US$5 million respectively. The line of credit facility has a maturity of two years from the effective date of September 12, 2022. Ripple has the option of calling any drawdown on or after the first anniversary. As of December 31, 2023, loans of US$ 8.7 9.3 Interest expense during the years ended December 31, 2023 and 2022 was US$ 4,655,070 and US$ 4,591,803 , respectively. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 11 Borrowings (continued) As of December 31, 2023, the long-term borrowings will be due according to the following schedule: SCHEDULE OF LONG TERM BORROWINGS Principal amounts US$ For the year ending December 31, Within one year 2024 9,031,383 2025 466,188 2026 - Within four years - 2027 2,040,786 Within five years 2,040,786 Total 11,538,357 The carrying values of short-term borrowings approximate their fair values due to their short-term maturities. The Company’s long-term borrowing are subject to both fixed and floating interest rates. The carrying values of each type of these borrowings approximate their fair values as the interest rates reflect the rates offered to other entities with similar characteristics to Seamless. |
RECEIVABLE FACTORING
RECEIVABLE FACTORING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Seamless Group Inc. [Member] | ||
RECEIVABLE FACTORING | 5 Receivable factoring RECEIVABLE FACTORING The receivables factoring facility represents an interest-bearing loan for an amount of US$ 386,644 423,483 9.9 10 The weighted average interest rate as of March 31, 2024 and December 31, 2023 was 9.9 10.0 16,185 18,653 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 12 Receivables factoring RECEIVABLE FACTORING The receivables factoring facility represents an interest-bearing loan for an amount of US$ 423,483 677,640 10 10 The weighted average interest rate as of December 31, 2023 and 2022 was 10.0 10.0 62,441 76,496 |
ACCOUNTS PAYABLE, ACCRUALS AND
ACCOUNTS PAYABLE, ACCRUALS AND OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
ACCOUNTS PAYABLE, ACCRUALS AND OTHER PAYABLES | 13 Accounts payable, accruals and other payables ACCOUNTS PAYABLE, ACCRUALS AND OTHER PAYABLES Accounts payable, accruals and other payables consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND OTHER PAYABLES December 31, 2023 2022 US$ US$ Accounts payable 10,541 17,871 Safeguarding liabilities 1,983,116 5,787,354 Accruals 5,424,194 4,878,896 Prefunding from remittance customers 35,584,882 40,910,632 Incentives received for credit card program 699,655 700,521 Prefunding from airtime customers 758,419 874,889 Current portion of finance lease liabilities - - Cash received for the subscription of Convertible Promissory Note 1,056,765 1,058,005 Accrued interest 7,614,719 3,990,177 Tax payable 29,808 11,102 Other payables 826,132 716,938 Accounts payable, accruals and other payables 53,988,231 58,946,385 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
CONVERTIBLE BONDS
CONVERTIBLE BONDS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Seamless Group Inc. [Member] | ||
CONVERTIBLE BONDS | 9 Convertible bonds CONVERTIBLE BONDS On September 14, 2023, the parties entered into the Third Amendment Agreement for the purpose of, among others, reviewing and amending certain terms and conditions under the Amended and Restated Convertible Bond Instrument, and further the Company has been authorized by a resolution of its board of directors dated September 11, 2023 to create and issue a USD 10,000,000 15 | 14 Convertible bonds CONVERTIBLE BONDS SCHEDULE OF CONVERTIBLE BONDS December 31, 2023 2022 US$ US$ Convertible Bond A — — Convertible Bond B — — Convertible Bond C — — Convertible Bond D — 10,000,000 Convertible Bond E 10,000,000 Total principal 10,000,000 10,000,000 Less: unamortized debt discount - (807,860 ) Net carrying amount 10,000,000 9,192,140 Less: maturing within one year (10,000,000 ) 9,192,140 Convertible bonds — — Changes in total principal balance of convertible bond: SCHEDULE OF DEBT Convertible Bond D Convertible Bond E Total US$ US$ US$ Total principal balance as of December 31, 2022 and January 1, 2023 10,000,000 - 10,000,000 Repayment during the year - - - Conversion to non-convertible loan - - - Convertible Bond replacement (10,000,000 ) 10,000,000 - Total principal balance as of December 31, 2023 - 10,000,000 10,000,000 No gain or loss was recorded when issuing Convertible Bond D, as there has been no modification to the terms as compared to the original Convertible Bonds. Convertible Bond A, B and C On September 14, 2018, the Company entered into a subscription agreement with a subscriber to issue an aggregate principal amount of US$ 30,000,000 12 September 14, 2021 7,500,000 The bond holder could convert Convertible Bond A, fully or in part, into the Company’s shares, during the conversion period, defined as the period from the issue date to the maturity date or the date of a public listing of the Company’s shares (as defined in the subscription agreement), whichever is earlier. Convertible Bond A was convertible at an initial conversion price of US$ 12,870.50 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14 Convertible bonds (Continued) Convertible Bond A, B and C (continued) On September 14, 2021, the Company and the bond holder entered into an amended and restated convertible bonds instrument with principal amount of US$ 27,000,000 15% September 14, 2023 27,000,000 22,500,000 4,500,000 18,000,000 By a redemption notice dated December 6, 2021, the bond holder applied to exercise the redemption right, on December 24, 2021. The Company then agreed to amend and supplement Convertible Bond B by entering into the supplemental deed signed on December 20, 2021. The supplemental deed stipulates that the US$18,000,000 redemption right will be exercisable in three stages 7,000,000 5,000,000 24% 7 1 1 1.5 1 7,500,000 24% Convertible Bond D On December 9, 2022, the Company and the bond holder entered into a convertible bonds instrument with principal amount of US$ 10,000,000 Both Convertible Bond B and C were convertible at an initial conversion price of US$ 6.21335 Convertible Bond E On September 14, 2023, the Company and the bond holder entered into a convertible bonds instrument with principal amount of US$ 10,000,000 Convertible Bond B was considered as an issuance of new debt because the new terms were substantially different from Convertible Bond A. The loss on extinguishment of Convertible Bond A is US$ 119,155 In accounting for the issuance of the convertible bonds, the Company determined that, as the embedded conversion feature is indexed to the Company’s stock, the conversion option is eligible for the scope exception of ASC 815-10-15-74(a), and does not have to be bifurcated from the debt host and accounted for as a derivative. The Company determined that each of the above convertible bonds included a beneficial conversion feature (“BCF”). A BCF exists when the conversion price of a share is less than the fair value of a share on the date the convertible bond is issued. This is known as o the intrinsic value of the feature, and the difference between these two amounts is recorded as additional paid-in capital and as a debt discount in the balance sheets. The Company amortizes the discount to interest expense over the life of the underlying debt in the statements of operations and comprehensive loss. If the debt is retired early, the associated debt discount is then recognized immediately as interest expense in the statements of operations and comprehensive loss. Total debt discount of US$ 2,134,031 , US$ 6,634,030 and US$ 49,353 was recorded at initial recognition for Convertible Bond A, Convertible Bond B and Convertible Bond C, respectively. For the years ended December 31, 2022 and 2021, the amortization of the discount on convertible bonds was US$ 3,438,951 and US$ 2,814,474 , respectively. No debt discount has been recorded for Bond E as Intrinsic value is determined to be zero on the date the convertible bond is issued. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
REVENUE | 15 Revenue REVENUE SCHEDULE OF REVENUE Years end December 31, 2023 2022 US$ US$ Timing of revenue recognition - at point in time - - Remittance services - - Fiat remittance 25,287,487 25,812,304 ODL remittance 1,407,709 901,847 Sales of Airtime 26,398,707 28,501,152 Other services 161,458 285,614 Revenue 53,255,361 55,500,917 |
DEFINED CONTRIBUTION PLANS
DEFINED CONTRIBUTION PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
DEFINED CONTRIBUTION PLANS | 16 Defined contribution plans DEFINED CONTRIBUTION PLANS The Company contributes to an employment provident fund in respect of its employees in Hong Kong, Malaysia, and a central provision fund run by the Singapore government in respect of its employees in Singapore. The expenses related to these plans were US$ 714,855 611,884 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
INCOME TAX | 17 Income tax INCOME TAX The Company’s loss before income tax consists of: SCHEDULE OF INCOME BEFORE INCOME TAX Years ended December 31, 2023 2022 US$ US$ Malaysia 2,042,746 1,606,867 Indonesia (786,490 ) 1,609,362 Hong Kong (15,141,598 ) (18,818,064 ) Others (8,963 ) (10,096 ) Loss before income tax (13,894,305 ) (15,611,931 ) The Company is incorporated in Cayman Islands and is not subject to corporate income tax under its relevant regulations. For the Company’s subsidiaries incorporated in Hong Kong, they are subject to a corporate tax rate of 16.5% For the Company’s subsidiaries incorporated in Malaysia, they are subject to corporate tax rate on 24% For the Company’s subsidiaries incorporated in Indonesia, they are subject to a corporate tax rate of 22% For the Company’s subsidiary incorporated in Singapore, it is subject to a corporate tax rate of 17% For the Company’s subsidiary incorporated in United Kingdom, it is subject to a corporate tax rate of 19% SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17 Income tax (Continued) Income tax expense consists of: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE Years ended December 31, 2023 2022 US$ US$ Income tax expense 797,147 507,740 Deferred income tax benefit (273,666 ) (393,958 ) Income tax expense benefit 523,481 113,782 A reconciliation of the income tax expense to the amount computed by applying the current statutory tax rate to the income before income tax in the consolidated statements of operations and comprehensive loss is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Years ended December 31, 2023 2022 US$ US$ Income before income tax (13,894,305 ) (15,611,931 ) Tax calculated at Hong Kong profits tax rate (2,292,560 ) (2,576,217 ) Effect of different tax rates applicable to different jurisdictions 1,637,665 2,244,573 Income not subject to tax (48,307 ) (567,161 ) Non-deductible expenses 132,796 658,533 Change in valuation allowance 846,827 245,220 Underprovision of current tax in the previous financial year 125,217 48,182 Tax effect on deductible temporary differences 7,918 46,624 Others 113,925 14,028 Income tax 523,481 113,782 The Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are attributable to the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 2022 US$ US$ Deferred tax assets Tax losses carried forward 8,266,115 7,526,178 Equipment (65,050 ) (90,113 ) Accrued expenses 296,576 354,988 Others 54,560 39,290 Deferred tax gross 8,552,201 7,830,343 Valuation allowance (7,887,313 ) (7,061,726 ) Total deferred tax assets 664,888 768,617 Deferred tax liabilities Fixed assets — — Intangible assets (1,184,987 ) (1,554,721 ) Others (61,773 ) (61,622 ) Total deferred tax liabilities (1,246,760 ) (1,616,343 ) Net deferred tax liabilities (581,872 ) (847,727 ) SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17 Income tax (Continued) As of December 31, 2023 and 2022, management has recorded a valuation allowance on certain deferred tax assets where management believes that after considering all of the available evidence, it is more likely than not that some portion or all will not be realized in the foreseeable future. The ultimate realization of deferred tax assets depends on the generation of future taxable income in which those temporary differences and carry forwards become deductible. As of December 31, 2023 and 2022, the accumulated tax losses of subsidiaries can be carried forward to offset against future taxable profits. The tax loss for the subsidiary incorporated in Hong Kong is US$ 46,778,609 41,238,871 As of December 31, 2023 and 2022, the accumulated tax losses of subsidiaries can be carried forward to offset against future taxable profits. The tax loss for the subsidiary incorporated in Singapore is US$ 94,611 385,862 The tax loss in the subsidiary incorporated in United Kingdom is US$ 517,015 566,925 The tax loss in the subsidiaries incorporated in Indonesia is US$ 2,349,921 2,605,545 The tax loss in the subsidiaries incorporated in Malaysia is US$ 8,439 444,983 |
SEGMENTS
SEGMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Seamless Group Inc. [Member] | ||
SEGMENTS | 6 Segments SEGMENTS SCHEDULE OF SEGMENT REPORTING FOR REVENUE 2024 2023 Three months ended March 31, 2024 2023 US$ US$ Revenue Remittance services - - Fiat remittance 6,467,068 6,264,944 ODL remittance 279,831 711,800 Sales of Airtime 6,314,878 6,857,305 Other services 42,346 38,546 Revenue 13,104,123 13,872,595 Cost of sales Remittance services (2,882,759 ) (3,098,713 ) Sales of Airtime (5,732,411 ) (6,150,996 ) Other services (81,392 ) (72,310 ) Cost of sales (8,696,562 ) (9,322,019 ) Gross Profit Remittance services 3,864,140 3,878,031 Sales of Airtime 582,467 706,309 Other services (39,046 ) (33,764 ) Gross Profit 4,407,561 4,550,576 | 18 Segments SEGMENTS SCHEDULE OF SEGMENT REPORTING FOR REVENUE Years ended December 31, 2023 2022 US$ US$ Revenue - - Remittance services 26,695,196 26,714,151 Sales of Airtime 26,398,707 28,501,152 Other services 161,458 285,614 Revenue 53,255,361 55,500,917 Years ended December 31, 2023 2022 US$ US$ Cost of sales - - Remittance services (11,375,525 ) (13,268,205 ) Sales of Airtime (24,206,112 ) (26,370,613 ) Other services (317,419 ) (242,129 ) Cost of sales (35,899,057 ) (39,880,947 ) Years ended December 31, 2023 2022 US$ US$ Gross Profit - - Remittance services 15,319,671 13,445,946 Sales of Airtime 2,192,595 2,130,539 Other services (155,962 ) 43,485 Gross Profit 17,356,304 15,619,970 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18 Segments (Continued) The following table sets forth the Expenditures for additions to long-lived assets other than goodwill and acquired intangible assets: SCHEDULE FOR ADDITIONS TO LONG-LIVED ASSETS OTHER THAN GOODWILL AND ACQUIRED INTANGIBLE ASSETS December 31, 2023 2022 US$ US$ Remittance services expense 302,950 532,457 Sales of Airtime - - Other services - - Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets 302,950 532,457 The following table sets forth the revenues by geographical area: SCHEDULE OF GEOGRAPHICAL INFORMATION Years ended December 31, 2023 2022 US$ US$ Revenue Hong Kong 9,726,364 8,647,764 Malaysia 29,317,906 36,742,314 Indonesia 14,211,091 10,110,839 Revenue 53,255,361 55,500,917 The following table sets forth the long-lived assets other than goodwill and intangible assets by geographical area: SCHEDULE OF LONG LIVED ASSETS GEOGRAPHICAL INFORMATION December 31, 2023 2022 US$ US$ Long-lived assets other than goodwill and acquired intangible assets Hong Kong 4,368,106 3,647,913 Malaysia 1,005,601 1,276,989 Indonesia 62,056 121,698 Long-Lived Assets 5,435,763 5,046,600 Add: Non-disclose items Investment in an equity security 100,000 100,000 Deferred tax assets 972,984 768,617 Goodwill 27,001,383 27,001,383 Acquired intangible assets 4,926,674 6,467,231 Long-lived assets other than goodwill and acquired intangible assets 33,001,041 39,383,831 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18 Segments (Continued) The following table sets forth the goodwill by reportable segments: SCHEDULE OF GOODWILL REPORTABLE SEGMENTS December 31, 2023 2022 US$ US$ Remittance services 12,921,592 12,921,592 Sales of Airtime 14,079,791 14,079,791 Goodwill 27,001,383 27,001,383 |
DECONSOLIDATION OF DYNAMIC INDO
DECONSOLIDATION OF DYNAMIC INDONESIA HOLDINGS LIMITED | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
DECONSOLIDATION OF DYNAMIC INDONESIA HOLDINGS LIMITED | 19 Deconsolidation of Dynamic Indonesia Holdings Limited DECONSOLIDATION OF DYNAMIC INDONESIA HOLDINGS LIMITED On July 13, 2020, an agreement was signed by Dynamic Indonesia Holdings Limited, a wholly owned subsidiary of the Company, to borrow US$ 1 In March 2021, the third party has converted that borrowing into 51% |
ACQUISITION OF DYNAMIC INDONESI
ACQUISITION OF DYNAMIC INDONESIA HOLDINGS LIMITED | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Seamless Group Inc. [Member] | ||
ACQUISITION OF DYNAMIC INDONESIA HOLDINGS LIMITED | 7 Acquisition of Dynamic Indonesia Holdings Limited ACQUISITION OF DYNAMIC INDONESIA HOLDINGS LIMITED On June 2, 2022, Dynamic Indonesia Holdings Limited and its two shareholders, Dynamic Investment Holdings Limited and Noble Tack International Limited, entered into a Subscription Agreement (“Subscription”) whereby Dynamic Indonesia Holdings Limited will offer the shareholders to subscribe to 5,000 Only Dynamic Investment Holdings Limited subscribed to the first tranche, and upon completion of its purchase of 1,000 200,000 49 51 The allocation of the purchase price as of the date of acquisition is summarized as follows: SCHEDULE OF PURCHASE PRICE OF ACQUISITION US$ Net assets acquired (i) (1,590,634 ) Goodwill (Note 3) 7,851,590 Non-controlling interests (3,931,441 ) Total 2,329,515 Total purchase price is comprised of: Cash consideration 200,000 Fair value of previously held equity interests 2,129,515 Total 2,329,515 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7 Acquisition of Dynamic Indonesia Holdings Limited (Continued) (i) Goodwill arose on the acquisition from the expected synergies from combining our existing airtime operations with those of Dynamic Indonesia Holdings Limited. (ii) An independent valuation firm was hired by Noble Tack International Limited to value it shares in Dynamic Indonesia at approximately the date of the acquisition. The firm used market approach Price-to-Sales multiple-based methodology to determine the value. On June 2, 2022, in conjunction with the share purchase described above, the Company granted a put option to Noble Tack International Limited. The put option grants the holder the right to convert its equity interest in and loan to Dynamic Indonesia Holdings Limited into equity of the Company as defined in the agreement. The option is valid for two years. On October 3, 2022 only Dynamic Investment Holdings Limited subscribed to the second tranche, and upon completion of its purchase of 1,000 200,000 51 54 On February 3, 2023 only Dynamic Investment Holdings Limited subscribed to the third tranche, and upon completion of its purchase of 1,000 200,000 54 56 On June 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fourth tranche, and upon completion of its purchase of 1,000 200,000 56 57 On October 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fifth tranche, and upon completion of its purchase of 1,000 200,000 57 59 | 20 Acquisition of Dynamic Indonesia Holdings Limited ACQUISITION OF DYNAMIC INDONESIA HOLDINGS LIMITED On June 2, 2022, Dynamic Indonesia Holdings Limited and its two shareholders, Dynamic Investment Holdings Limited and Noble Tack International Limited, entered into a Subscription Agreement (“Subscription”) whereby Dynamic Indonesia Holdings Limited will offer the shareholders to subscribe to 5,000 Only Dynamic Investment Holdings Limited subscribed to the first tranche, and upon completion of its purchase of 1,000 200,000 49% 51% The allocation of the purchase price as of the date of acquisition is summarized as follows: SCHEDULE OF PURCHASE PRICE OF ACQUISITION US$ Net assets acquired (i) (1,510,899 ) Goodwill (Note 9) (ii) 7,771,855 Non-controlling interests (iii) (3,931,441 ) Total 2,329,515 Total purchase price is comprised of: Cash consideration 200,000 Fair value of previously held equity interests 2,129,515 Total 2,329,515 (i) Net assets acquired primarily included accounts receivables and other receivables of approximately US$ 0.6 0.2 0.1 1.6 4.1 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 20 Acquisition of Dynamic Indonesia Holdings Limited (Continued) (ii) Goodwill arose on the acquisition from the expected synergies from combining our existing airtime operations with those of Dynamic Indonesia Holdings Limited. (iii) An independent valuation firm was hired by Noble Tack International Limited to value it shares in Dynamic Indonesia at approximately the date of the acquisition. The firm used market approach Price-to-Sales multiple-based methodology to determine the value. On June 2, 2022, in conjunction with the share purchase described above, the Company granted a put option to Noble Tack International Limited. The put option grants the holder the right to convert its equity interest in and loan to Dynamic Indonesia Holdings Limited into equity of the Company as defined in the agreement. The option is valid for two years. On October 3, 2022 only Dynamic Investment Holdings Limited subscribed to the second tranche, and upon completion of its purchase of 1,000 200,000 51% 54% On February 3, 2023 only Dynamic Investment Holdings Limited subscribed to the third tranche, and upon completion of its purchase of 1,000 200,000 54% 56% On June 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fourth tranche, and upon completion of its purchase of 1,000 200,000 56% 57% On October 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fourth tranche, and upon completion of its purchase of 1,000 200,000 57% 59% The following amounts of the acquiree since the acquisition date are included in the December 2023 consolidated statement of operations. Comparable information for 2021 is not available. SCHEDULE OF ACQUISITION OF CONSOLIDATED STATEMENTS OF OPERATIONS 2023 2022 US$ US$ Revenue 14,211,091 10,110,839 Loss after tax (836,874 ) (498,424 ) |
CONDENSED FINANCIAL INFORMATION
CONDENSED FINANCIAL INFORMATION OF THE COMPANY | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
CONDENSED FINANCIAL INFORMATION OF THE COMPANY | SCHEDULE 1 Condensed Financial Information of the Company CONDENSED FINANCIAL INFORMATION OF THE COMPANY Condensed balance sheets of the parent company December 31, 2023 2022 US$ US$ ASSETS Current assets: Cash and cash equivalents 130,634 78,968 Short-term investments - Prepayments, deposits and other receivables 76,492 66,245 Amounts due from subsidiaries 6,155,464 6,869,413 Amounts due from related parties 123,906 90,666 Total current assets 6,486,496 7,105,292 Investments in subsidiaries 20,682,970 26,470,719 Investment in an equity security - - Total assets 27,169,466 33,576,011 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Borrowings 11,162,844 11,577,451 Accruals and other payables 9,621,542 5,410,027 Amounts due to subsidiaries 7,302,130 2,640,735 Amounts due to related parties 49,472,617 49,900,344 Convertible bonds 10,000,001 9,192,141 Total current liabilities 87,559,134 78,720,698 Borrowings - - Convertible bonds - - Total liabilities 87,559,134 78,720,698 Shareholders’ deficit: Common shares (US$ 0.001 58,030,000 58,030 58,030 Additional paid-in capital 29,172,373 29,172,373 Accumulated deficit (89,542,157 ) (74,235,607 ) Accumulated other comprehensive loss (77,914 ) (139,483 ) Total shareholders’ deficit (60,389,668 ) (45,144,687 ) Total liabilities and shareholders’ deficit 27,169,466 33,576,011 SEAMLESS GROUP INC. SCHEDULE 1 Condensed Financial Information of the Company (Continued) Condensed statements of comprehensive income (loss) Years ended December 31, 2023 2022 US$ US$ General and administrative expenses (4,573,125 ) (4,988,848 ) Other income 3 - Finance costs, net (4,945,679 ) (7,454,838 ) Share of results from subsidiaries (5,787,749 ) (4,234,448 ) Loss before income tax (15,306,550 ) (16,678,134 ) Income tax expenses — — Net loss (15,306,550 ) (16,678,134 ) Other comprehensive income (loss) Foreign currency translation adjustments 10,608 4,529 Total comprehensive loss (15,295,942 ) (16,673,605 ) SEAMLESS GROUP INC. SCHEDULE 1 Condensed Financial Information of the Company (Continued) Condensed statements of cash flows Years ended December 31, 2023 2022 US$ US$ Cash flows from operating activities: Net loss (15,306,550 ) (16,678,134 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of discount on convertible bonds 807,861 3,438,951 Unrealized foreign exchange gain 23,008 (644 ) Share of results from subsidiaries 5,787,749 4,234,448 Changes in operating assets and liabilities: Prepayments, deposits and other receivables (30,862 ) (9,900 ) Accruals and other payables 4,206,601 3,797,118 Net cash used in operating activities (4,512,193 ) (5,218,161 ) Cash flows from investing activities: Dividend received from a subsidiary - 2,847,309 (Increase) decrease in short-term investments - 2,012,562 Cash injected into a subsidiary - (2,012,562 ) Net cash (used in) provided by investing activities - 2,847,309 Cash flows from financing activities: Proceeds from borrowings 1,251,752 2,758,213 Repayment of borrowings (1,663,042 ) (1,276,950 ) Repayment of convertible bonds - (3,483,133 ) Amounts due from related parties 691,323 301,958 Amounts due to related parties 4,283,780 4,123,866 Net cash provided by financing activities 4,563,813 2,423,954 Net decrease in cash and cash equivalents 51,620 53,102 Effect of exchange rate changes on cash and cash equivalents 46 218 Cash and cash equivalents at beginning of year 78,968 25,648 Cash and cash equivalents at end of year 130,634 78,968 SEAMLESS GROUP INC. SCHEDULE 1 Condensed Financial Information of the Company (Continued) Basis of presentation Condensed financial information is used for the presentation of the Company, or the parent company. The condensed financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investment in its subsidiaries. The parent company records its investment in its subsidiaries under the equity method of accounting as prescribed in ASC 323, Investments-Equity Method and Joint Ventures. Such investments are presented on the condensed balance sheets as “Investments in subsidiaries” and their respective results as “Share of results from subsidiaries” on the condensed statements of comprehensive income (loss). Equity method accounting ceases when the carrying amount of the investment, including any additional financial support, in subsidiaries, is reduced to zero unless the parent company has guaranteed obligations of the subsidiaries or is otherwise committed to provide further financial support. If the subsidiaries report net income, the parent company shall resume applying the equity method only after its share of that net income equals the share of net income (loss) not recognized during the period the equity method was suspended. The parent company’s condensed financial statements should be read in conjunction with the Company’s consolidated financial statements. Summarized financial information for the significant subsidiaries is as follows: December 31, 2023 2022 US$ US$ Current assets 119,483,614 138,666,772 Non-current assets 8,145,689 7,578,365 Current liabilities (109,261,136 ) (121,931,207 ) Non-current liabilities (2,566,977 ) (3,156,719 ) Revenue 58,493,819 60,052,470 Net loss (3,810,481 ) (2,550,363 ) Summarized investment activity is as follows: December 31, 2023 2022 US$ US$ Balance at the beginning of year 26,470,719 26,171,064 Allocated loss (5,787,749 ) (7,081,757 ) Balance at the end of year 20,682,970 19,089,307 Commitments The Company does not have significant commitments or long-term obligations as of the period end other than those presented. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 (Unaudited) | 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 March 31, 2024 and December 31, 2023. | 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 March 31, 2024 and December 31, 2023, the Company had $ 54,506,397 and $ 83,523,112 in cash and marketable securities held in the Trust Account. | Cash and Marketable Securities Held in Trust Account As of December 31, 2023 and 2022, the Company had $ 83,523,112 208,932,880 |
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 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 . These costs, together with the underwriter discount of $ 8,499,949 and fair value of the representation shares were charged to additional paid-in capital upon completion of 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 Topic 5A, “ Expenses of Offering 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 March 31, 2024, the Class A ordinary shares subject to possible redemption in the amount of $ 54,506,397 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). INFINT ACQUISITION CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) The amounts of Class A ordinary shares reflected on the balance sheets 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 January 1, 2023 $ 208,932,880 Accretion of carrying value to initial redemption value 7,715,207 Redemption of Class A ordinary shares $ (133,124,975 ) Class A ordinary shares subject to possible redemption at December 31, 2023 $ 83,523,112 Accretion of carrying value to initial redemption value 1,269,100 Redemption of Class A ordinary shares $ (30,285,815 ) Class A ordinary shares subject to possible redemption at March 31, 2024 $ 54,506,397 | 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 83,523,112 208,932,880 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 SHARE SUBJECT TO POSSIBLE REDEMPTION Class A ordinary shares subject to possible redemption at January 1, 2022 $ 202,998,782 Accretion of carrying value to initial redemption value 5,934,098 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 208,932,880 Accretion of carrying value to initial redemption value 7,715,207 Redemption of Class A Ordinary Shares (133,124,975 ) Class A ordinary shares subject to possible redemption at December 31, 2023 $ 83,523,112 |
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. | 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 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023, and for the three months ended March 31, 2024 and 2023. 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 (Unaudited) | 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 no INFINT ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS 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. |
Earnings per share | Net income 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 per share is computed by dividing net income by the weighted average number of ordinary share outstanding during the period, excluding ordinary share subject to forfeiture. At March 31, 2024, 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 per share is the same as basic income per share for the periods presented. The following table reflects the calculation of basic and diluted net income 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 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 301,466 $ 288,637 $ 712,719 $ 285,519 Denominator: Basic and diluted weighted average common shares 6,092,346 5,833,083 14,560,700 5,833,083 Basic and diluted net income per ordinary share $ 0.05 $ 0.05 $ 0.05 $ 0.05 | 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, 2023 and 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 BASIS AND DILUTED NET LOSS PER ORDINARY SHARES Class A Class B Class A Class B For the year ended December 31, 2023 For the year ended December 31, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 2,003,234 $ 1,165,646 $ (860,883 ) $ (251,081 ) Denominator: Basic and diluted weighted average common shares 10,024,516 5,833,083 19,999,880 5,833,083 Basic and diluted net income (loss) per ordinary share $ 0.20 $ 0.20 $ (0.04 ) $ (0.04 ) |
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 March 31, 2024 and December 31, 2023, 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 (as defined below) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Other income and expenses | (ee) Other income and expenses | |
Business combination | (ff) Business combination | |
Prefunding to remittances partner | (gg) Prefunding to remittances partner | |
Recent 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. | 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. |
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 March 31, 2024 and the results of operations for the Three months ended March 31, 2024 and 2023. 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 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, 2023. | (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 unaudited 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 equity investee, valuation of convertible bonds and the valuation allowance for deferred tax assets. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, 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, 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 | (x) 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, 2023 and 2022, respectively, which would have a material impact on the Company’s consolidated financial statements. | |
Earnings per share | (h) 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. | (y) 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, 2023 and 2022, the outstanding balances of US$ 10,000,000 10,000,000 1,532,798 1,532,798 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of Significant Accounting Policies (Continued) |
Concentrations of credit risk | (cc) 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, 2023, 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 (2022: four customers) which constituted approximately 53 % (2022: 71 %) of its accounts receivable as of December 31, 2023. 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, 2023 and 2022 and believes its credit risk to be minimal. The Company does not require collateral or other security to support instruments subject to credit risk. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
Fair value of financial instruments | (r) 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, 2023 and 2022, 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) | |
Other income and expenses | (ee) Other income and expenses The Company accounts for gain or loss from exchange differences in other income and expenses. | |
Business combination | (ff) Business combination The Company accounts for business combinations using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations”. Acquisition method accounting requires that the consideration transferred be allocated to the assets, including separately identifiable assets, and liabilities the Company acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the Statement of Operations and Comprehensive Loss. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of Significant Accounting Policies (Continued) | |
Prefunding to remittances partner | (g) Prefunding to remittances partner Prefunding to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future. The prepayments are utilized when a remittance order is executed by the partner and the resulting amount of the order is deducted from the balance with the partner. We allow our remittance partners to prefund their balance through cryptocurrencies. These cryptocurrencies are mainly XRP. Ripple provides the XRP upon request to the Company and our remittance partners. Under applicable accounting standards, we are an agent when facilitating cryptocurrency transactions on behalf of our customers. These cryptocurrencies are held under a bailment arrangement in an account in the Company’s name on behalf of our business partner but they are not Seamless’s assets and therefore, are not reflected as cryptocurrency assets on our consolidated balance sheets . Although the Company does not control the XRP in the bailment account, we are responsible for safeguarding the XRP in the bailment account. Independent Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange (“Pdax”), Betur, Inc. (“Coins.ph”) and Bitstamp Global Limited (“Bitstamp”) (collectively, the “Cryptocurrency Exchanges”) are centralized crypto exchanges which keep the cryptographic keys for each respective XRP wallet and provide the Company with its respective API access keys. The Company is the only party that holds the API access keys that grant it direct access to its XRP wallet maintained on the respective Cryptocurrency Exchange. The Cryptocurrency Exchanges maintain records of all assets deposited by its users and send statements to the Company. The Company reconciles its internal ODL transaction records to the statements received from the Cryptocurrency Exchanges to ensure that these are accurate. The Company has an obligation to protect the API access keys from being abused or stolen. The Company is responsible for any damages caused by loss or theft. Due to the unique risks associated with cryptocurrencies, including technological, legal, and regulatory risks, in accordance with Staff Accounting Bulletin No. 121 (“SAB 121”), we recognize a crypto asset safeguarding liability to reflect our obligation to safeguard the crypto assets held in the bailment account, which is recorded in Accounts payable, accruals and other payables on our consolidated balance sheet. We also recognize a corresponding safeguarding asset which is recorded in Prepayments, receivables and other assets on our consolidated balance sheet. The crypto asset safeguarding liability and corresponding safeguarding asset are measured and recorded at fair value on a recurring basis using prices available in the market we determine to be the principal market at the balance sheet date. The corresponding safeguarding asset may be adjusted for loss events, as applicable. As of March 31, 2024, the Company has not incurred any safeguarding loss events, and therefore, the crypto asset safeguarding liability and corresponding safeguarding asset were recorded at the same value. Safeguarding assets as of March 31, 2024 and December 31, 2023 are $ 2,378,432 1,983,116 2,378,432 1,983,116 | (gg) Prefunding to remittances partner Prefunding to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future. The prepayments are utilized when a remittance order is executed by the partner and the resulting amount of the order is deducted from the balance with the partner. We allow our remittance partners to prefund their balance through cryptocurrencies. These cryptocurrencies are mainly XRP. Ripple provides the XRP upon request to the Company and our remittance partners. Under applicable accounting standards, we are an agent when facilitating cryptocurrency transactions on behalf of our customers. These cryptocurrencies are held under a bailment arrangement in an account in the Company’s name on behalf of our business partner but they are not Seamless’s assets and therefore, are not reflected as cryptocurrency assets on our consolidated balance sheets . Although the Company does not control the XRP in the bailment account, we are responsible for safeguarding the XRP in the bailment account. Independent Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange (“Pdax”), Betur, Inc. (“Coins.ph”) and Bitstamp Global Limited (“Bitstamp”) (collectively, the “Cryptocurrency Exchanges”) are centralized crypto exchanges which keep the cryptographic keys for each respective XRP wallet and provide the Company with its respective API access keys. The Company is the only party that holds the API access keys that grant it direct access to its XRP wallet maintained on the respective Cryptocurrency Exchange. The Cryptocurrency Exchanges maintain records of all assets deposited by its users and send statements to the Company. The Company reconciles its internal ODL transaction records to the statements received from the Cryptocurrency Exchanges to ensure that these are accurate. The Company has an obligation to protect the API access keys from being abused or stolen. The Company is responsible for any damages caused by loss or theft. Due to the unique risks associated with cryptocurrencies, including technological, legal, and regulatory risks, in accordance with Staff Accounting Bulletin No. 121 (“SAB 121”), we recognize a crypto asset safeguarding liability to reflect our obligation to safeguard the crypto assets held in the bailment account, which is recorded in Accounts payable, accruals and other payables on our consolidated balance sheet. We also recognize a corresponding safeguarding asset which is recorded in Prepayments, receivables and other assets on our consolidated balance sheet. The crypto asset safeguarding liability and corresponding safeguarding asset are measured and recorded at fair value on a recurring basis using prices available in the market we determine to be the principal market at the balance sheet date. The corresponding safeguarding asset may be adjusted for loss events, as applicable. As of December 31, 2023, the Company has not incurred any safeguarding loss events, and therefore, the crypto asset safeguarding liability and corresponding safeguarding asset were recorded at the same value. Safeguarding assets as of December 31, 2023 and 2022 are $ 1,983,116 5,787,354 1,983,116 5,787,354 |
Recent accounting pronouncements | (hh) Recent accounting pronouncements In March 2022, the SEC released SAB 121, which provides guidance for an entity to consider when it has obligations to safeguard customers’ crypto assets, whether directly or through an agent or another third party acting on its behalf. The interpretive guidance requires a reporting entity to record a liability to reflect its obligation to safeguard the crypto assets held for its platform users with a corresponding safeguarding asset. The crypto asset safeguarding liability and the corresponding safeguarding asset will be measured at the fair value of the crypto assets held for the platform users with the measurement of the safeguarding asset taking into account any potential loss events. SAB 121 also requires disclosures related to the entity’s safeguarding obligations for crypto assets held for its platform users. SAB 121 was effective in the first interim or annual financial statements ending after June 15, 2022 with retrospective application as of the beginning of the fiscal year. We adopted this guidance for the year ended December 31, 2022 with retrospective application as of January 1, 2021. As of December 31, 2023 and 2022, we recorded $ 2.0 5.8 In March 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”). The amendments in this ASU eliminate the accounting guidance for troubled debt restructurings (“TDRs”) by creditors in Subtopic 310-40, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The amendments are effective for the Company beginning after December 15, 2022. As of the year ended December 31, 2023, the Company does not consider the changes prescribed in ASU 2022-02 to have a material impact on its consolidated financial position, results of operations or cash flows. In October 2021, the FASB issued ASU No. 2021-08, “‘Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for the Company beginning after December 15, 2022, and are applied prospectively to business combinations that occur after the effective date. As of the year ended December 31, 2023, the Company does not consider these amendments to have a material impact to the financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20): 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. The Company meets the “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies. For private companies, it’s effective for fiscal years beginning after December 15, 2023. The Company has chosen not to early adopt the new standard before the effective date. | |
Going concern | (b) Going concern The accompanying unaudited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2024, the Company had cash balances of $ 46.8 71.9 38.4 2.6 0.2 0.01 0.5 While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy. | (b) Going concern The accompanying audited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had cash balances of $ 48.5 70.5 36.2 14.4 15.3 1.4 1.2 While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy. |
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. The Company complies with Accounting Standards Codification (“ASC”) 326, which employs an approach based on expected losses to estimate the allowance for doubtful accounts. 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 a credit loss of US$ 187,462 and US$ 117,195 as of December 31, 2023 and 2022, respectively. 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. | |
Investment in an equity security | (j) 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, net | (k) Equipment, net Equipment, 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 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) (k) Equipment, 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 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 | (l) 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 | (m) 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 values of the reporting units is not less than carrying amount, no impairment was recorded for the years ended December 31, 2023 and 2022. | |
Impairment of long-lived assets other than goodwill | (n) 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 not record any impairment of long-lived assets during the years ended December 31, 2023 and 2022. | |
Escrow Money Payable | (o) 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 | (p) 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 | (q) 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 | (d) 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. Contract assets represent the Company’s right to consideration for performance obligations that have been fulfilled but for which the customer has not been billed as of the balance sheet date. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) 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. Remittance services are further divided into Fiat Currency Prefunded Remittance Service and XRP Prefunded Remittance Service. Management has considered these two services to be two product lines. The customers of the remittance services are financial institutions (referred to as “Remittance Partners”). Remittance Partners who use the fiat currency prefunding option for their remittance business with the Company are referred to as Fiat Currency Prefunded Remittance Partners, whereas customers who choose the XRP Prefunding mode are referred to as XRP Prefunded Remittance Partners. Fiat Currency Prefunded Remittance Service The Company earns revenue by charging their customers a Fiat Currency Prefunded Remittance Fee when they use the Company’s platform to transfer money to a beneficiary in another country. These Fiat Currency Prefunded Remittance Fees are fixed and specific for every country’s currency and are charged at the point-in-time of executing this performance obligation. Prior to delivering cash to the customer’s beneficiary, the customer must directly provide the Company with prefunding (i.e., the cash to be remitted to the beneficiary). This is the traditional prefunding process, which the Company describes as Fiat Currency Prefunded Remittance Service. XRP Prefunded Remittance Service Unlike the Fiat Currency Prefunded Remittance Service, the customer obtains prefunding through Ripple Solution offered by Ripple Lab Inc. (see Note 8) with the XRP Prefunded Remittance Service. Ripple supplies the customer with the XRP equivalent of the requested prefunding. The Company subsequently liquidates this XRP on Ripple’s behalf, and the fiat currency obtained as a result of the liquidation process is transferred to the customer’s beneficiary. Customers who prefund their remittance service with XRP must enter into an agreement with Ripple and undergo stringent credit checks in order to get XRP prefunding and use Ripple’s platform. The Company charges their customers an XRP Prefunded Remittance Service Fee when the money is transferred to the customer’s beneficiary. For both the XRP Prefunded and Fiat Currency Prefunded Remittance Services, the Company has no obligations to the customer in terms of guarantees, warranties or other similar obligations. There are also no significant payment terms involved as the Company obtains their fees shortly after charging their customers. Sales Walletku Modern Channel Revenue from the sale of goods is recognized at the point in time when the Company satisfies their performance obligation, which is upon delivery of the goods to the 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. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) | (s) 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. Contract assets represent the Company’s right to consideration for performance obligations that have been fulfilled but for which the customer has not been billed as of the balance sheet date. 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. Remittance services are further divided into Fiat Currency Prefunded Remittance Service and XRP Prefunded Remittance Service. Management has considered these two services to be two product lines. The customers of the remittance services are financial institutions (referred to as “Remittance Partners”). Remittance Partners who use the fiat currency prefunding option for their remittance business with the Company are referred to as Fiat Currency Prefunded Remittance Partners, whereas customers who choose the XRP Prefunding mode are referred to as XRP Prefunded Remittance Partners. Fiat Currency Prefunded Remittance Service The Company earns revenue by charging their customers a Fiat Currency Prefunded Remittance Fee when they use the Company’s platform to transfer money to a beneficiary in another country. These Fiat Currency Prefunded Remittance Fees are fixed and specific for every country’s currency and are charged at the point-in-time of executing this performance obligation. Prior to delivering cash to the customer’s beneficiary, the customer must directly provide the Company with prefunding (i.e., the cash to be remitted to the beneficiary). This is the traditional prefunding process, which the Company describes as Fiat Currency Prefunded Remittance Service. XRP Prefunded Remittance Service Unlike the Fiat Currency Prefunded Remittance Service, the customer obtains prefunding through Ripple Solution offered by Ripple Lab Inc. (see Note 21) with the XRP Prefunded Remittance Service. Ripple supplies the customer with the XRP equivalent of the requested prefunding. The Company subsequently liquidates this XRP on Ripple’s behalf, and the fiat currency obtained as a result of the liquidation process is transferred to the customer’s beneficiary. Customers who prefund their remittance service with XRP must enter into an agreement with Ripple and undergo stringent credit checks in order to get XRP prefunding and use Ripple’s platform. The Company charges their customers an XRP Prefunded Remittance Service Fee when the money is transferred to the customer’s beneficiary. For both the XRP Prefunded and Fiat Currency Prefunded Remittance Services, the Company has no obligations to the Customer in terms of guarantees, warranties or other similar obligations. There are also no significant payment terms involved as the Company obtains their fees shortly after charging their c SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) 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 | (t) 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 of acquired computer software, developed technologies, cost of digital - pulses, data packages, game vouchers, bill payment, SIM Cards (starter pack) and airtime balance. | |
Advertising and Promotion Costs | (u) 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$ 784,818 618,661 | |
Leases | (v) 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. | |
Employee benefit expenses | (w) Employee benefit expenses The Company’s costs related to the staff retirement plans (see Note 16) are charged to the consolidated statements of operations and comprehensive loss as incurred. SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) | |
Segments | (e) 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. TNG (Asia) Limited (“TNGA”), the Tranglo Sdn BHD and related subsidiaries (“Tranglo”), GEA Limited and GEA Pte Ltd. (“GEA”) and PT Walletku Indompet Indonesia (“Walletku”) are all considered operating segments. These have been aggregated into two reportable segments, which are remittance services and sales of airtime, as described in Note 6. Other services are not assigned to a specific reportable segment as their results of operations are immaterial. The remittance segment is operated through TNGA, GEA and Tranglo. TNGA and GEA are in the retail remittance business in Hong Kong, which is in the upstream segment of the remittance business, whereas Tranglo operates the remittance hub covering Southeast Asia and globally, and is thus in the downstream segment of the remittance business. Management operates, monitors and evaluates the whole remittance business through these three subsidiaries so as to generate the maximum synergy and create maximum value for the Company. The Company operates the airtime segment via their international airtime transfer business through Tranglo and their retail airtime trading business locally in Indonesian through WalletKu. As with the remittance segment, management believes maximum synergy and business value can best be achieved by aggregating and managing the airtime business through these two subsidiaries. | (z) 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. TNG (Asia) Limited (“TNGA”), the Tranglo Sdn BHD and related subsidiaries (“Tranglo”), GEA Limited and GEA Pte Ltd. (“GEA”) and PT Walletku Indompet Indonesia (“Walletku”) are all considered operating segments. These have been aggregated into two reportable segments, which are remittance services and sales of airtime, as described in Note 18. Other services are not assigned to a specific reportable segment as their results of operations are immaterial. The remittance segment is operated through TNGA, GEA and Tranglo. TNGA and GEA are in the retail remittance business in Hong Kong, which is in the upstream segment of the remittance business, whereas Tranglo operates the remittance hub covering Southeast Asia and globally, and is thus in the downstream segment of the remittance business. Management operates, monitors and evaluates the whole remittance business through these three subsidiaries so as to generate the maximum synergy and create maximum value for the Company. The Company operates the airtime segment via its international airtime transfer business through Tranglo and its retail airtime trading business locally in Indonesian through WalletKu. As with the remittance segment, management believes maximum synergy and business value can best be achieved by aggregating and managing the airtime business through these two subsidiaries. |
Share capital | (aa) Share capital The Company has only one class of common shares authorized, issued and outstanding. | |
Related parties | (bb) 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. | |
Share-based compensation | (f) Share-based compensation The Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation – Stock Compensation” (“ASC 718”), under which the fair value of awards issued to employees is expensed over the period in which the awards vest. The Company had an incentive plan approved and adopted on September 13, 2018, namely the 2018 Equity Incentive Plan. Under the 2018 Equity Incentive Plan, a total of 2,591,543 978,397 12.87 5,803,000 All shares granted under the 2022 Incentive Plan will be vested upon (i) the completion of an IPO or (ii) the completion of a de SPAC merger. The Incentive shares will then be vested under a trust. The trustee will distribute the vested shares to the staff based on a schedule of (i) one third immediately upon the vesting of Incentive shares at the time of completion of IPO or de SPAC, (ii) one third on the first anniversary date thereafter, (iii) one third on the second anniversary date thereafter. The fair value of the awards granted on July 29, 2022 is $ 32,790,450 305,947 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) | (dd) Share-based compensation The Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation – Stock Compensation” (“ASC 718”), under which the fair value of awards issued to employees is expensed over the period in which the awards vest. The Company had an incentive plan approved and adopted on September 13, 2018, namely the 2018 Equity Incentive Plan. Under the 2018 Equity Incentive Plan, a total of 2,591,543 978,397 12.87 5,803,000 All shares granted under the 2022 Incentive Plan will be vested upon (i) the completion of an IPO or (ii) the completion of a de SPAC merger. The Incentive shares will then be vested under a trust. The trustee will distribute the vested shares to the staff based on a schedule of (i) one third immediately upon the vesting of Incentive shares at the time of completion of IPO or de SPAC, (ii) one third on the first anniversary date thereafter, (iii) one third on the second anniversary date thereafter. The Company estimates the fair value of awards using a binomial pricing model. The Company accounts forfeitures as they occur. For the awards granted on July 29, 2022, the following assumptions were used in the model: SCHEDULE OF FAIR ASSUMPTIONS OF AWARDS GRANTED Expected Volatility ( 39.84 43.74 Expected Dividend Yield ( 0 Expected Time to Liquidity ( 0.92 2.92 Exercise Price ($ Nil Stock price at grant date ($ 6.55 Weighted Average Fair Value of 1 Share ($ 5.73 The fair value of the awards granted on July 29, 2022 is $ 32,790,450 77,261 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
SCHEDULE OF RECONCILIATION OF ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION | The amounts of Class A ordinary shares reflected on the balance sheets 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 January 1, 2023 $ 208,932,880 Accretion of carrying value to initial redemption value 7,715,207 Redemption of Class A ordinary shares $ (133,124,975 ) Class A ordinary shares subject to possible redemption at December 31, 2023 $ 83,523,112 Accretion of carrying value to initial redemption value 1,269,100 Redemption of Class A ordinary shares $ (30,285,815 ) Class A ordinary shares subject to possible redemption at March 31, 2024 $ 54,506,397 | The amount 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 January 1, 2022 $ 202,998,782 Accretion of carrying value to initial redemption value 5,934,098 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 208,932,880 Accretion of carrying value to initial redemption value 7,715,207 Redemption of Class A Ordinary Shares (133,124,975 ) Class A ordinary shares subject to possible redemption at December 31, 2023 $ 83,523,112 |
SCHEDULE OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES | The following table reflects the calculation of basic and diluted net income 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 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 301,466 $ 288,637 $ 712,719 $ 285,519 Denominator: Basic and diluted weighted average common shares 6,092,346 5,833,083 14,560,700 5,833,083 Basic and diluted net income per ordinary share $ 0.05 $ 0.05 $ 0.05 $ 0.05 | The following table reflects the calculation of basic and diluted net 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 year ended December 31, 2023 For the year ended December 31, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 2,003,234 $ 1,165,646 $ (860,883 ) $ (251,081 ) Denominator: Basic and diluted weighted average common shares 10,024,516 5,833,083 19,999,880 5,833,083 Basic and diluted net income (loss) per ordinary share $ 0.20 $ 0.20 $ (0.04 ) $ (0.04 ) |
Seamless Group Inc. [Member] | ||
SCHEDULE OF DEPRECIATION OF EQUIPMENT AND SOFTWARE STRAIGHT LINE METHOD | Depreciation of equipment 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% | |
SCHEDULE OF FAIR ASSUMPTIONS OF AWARDS GRANTED | The Company estimates the fair value of awards using a binomial pricing model. The Company accounts forfeitures as they occur. For the awards granted on July 29, 2022, the following assumptions were used in the model: SCHEDULE OF FAIR ASSUMPTIONS OF AWARDS GRANTED Expected Volatility ( 39.84 43.74 Expected Dividend Yield ( 0 Expected Time to Liquidity ( 0.92 2.92 Exercise Price ($ Nil Stock price at grant date ($ 6.55 Weighted Average Fair Value of 1 Share ($ 5.73 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | SCHEDULE OF RELATED PARTY TRANSACTIONS | |
Seamless Group Inc. [Member] | ||
SCHEDULE OF RELATED PARTY TRANSACTIONS | SCHEDULE OF RELATED PARTY TRANSACTIONS Three months ended March 31, 2024 2023 US$ US$ Sino Dynamic Solutions Limited Purchase of intangible assets 501,140 - Support and maintenance costs 230,115 230,516 | SCHEDULE OF RELATED PARTY TRANSACTIONS Years ended December 31, 2023 2022 US$ US$ Sino Dynamic Solutions Limited Purchase of intangible assets 2,551,184 - Support and maintenance costs 919,654 919,404 |
SCHEDULE OF RELATED PARTY BALANCES | SCHEDULE OF RELATED PARTY BALANCES March 31, 2024 December 31, 2023 US$ US$ Amounts due from related parties Sino Dynamic Solutions Limited 5,722,124 7,148,208 Others 330,720 139,168 Amounts due from related parties 6,052,844 7,287,376 Amounts due to related parties Regal Planet Limited 48,175,061 48,654,398 Sino Dynamic Solutions Limited 2,355,072 4,130,912 Mr. Alexander Kong 414,239 114,374 Ripple Lab Inc. 31,225,730 32,584,911 Others 998,469 1,003,924 Amounts due to related parties 83,168,572 86,488,519 | SCHEDULE OF RELATED PARTY BALANCES December 31, 2023 2022 US$ US$ Amounts due from related parties PT Walletku Indompet Indonesia - - Sino Dynamic Solutions Limited 7,148,208 4,382,762 Others 139,168 100,466 Amounts due from related parties 7,287,376 4,483,228 Amounts due to related parties Regal Planet Limited 48,654,398 49,079,276 Sino Dynamic Solutions Limited 4,130,912 1,245,564 Mr. Alexander Kong 114,374 114,508 Ripple Lab Inc. 32,584,911 32,310,978 Others 1,003,924 1,006,991 Amounts due to related parties 86,488,519 83,757,317 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Seamless Group Inc. [Member] | ||
SCHEDULE OF PRINCIPAL SUBSIDIARIES | The Company’s principal subsidiaries at March 31, 2024 are set out below: SCHEDULE OF PRINCIPAL SUBSIDIARIES Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly Dynamic Investment Holdings Limited Cayman Islands Investment holding 100 % — Dynamic (Asia) Group Inc. British Virgin Islands Investment holding — 100 % TNG (Asia) Limited Hong Kong Provision of mobile electronic wallet 100 % — Tranglo Sdn. Bhd. Malaysia Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services — 60 % 未來網絡科技投資股份有限公司 Taiwan Investment holding — 100 % GEA Holdings Limited Cayman Islands Investment holding — 100 % GEA Limited Hong Kong Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants — 100 % GEA Pte Ltd. Singapore Transaction and payment processing services — 100 % Bagus Fintech Pte. Ltd. Singapore Providing business center services — 100 % Dynamic (Asia) Holdings Limited Cayman Islands Investment holding — 100 % Dynamic FinTech Group (HK) Limited Hong Kong Provision of corporate governance consultancy, management and advisory services — 100 % Tranglo Holdings Limited Cayman Islands Investment holding — 100 % The WSF Group Holdings Limited British Virgin Islands Investment holding — 100 % The Wall Street Factory Limited Hong Kong Providing business center services — 100 % Bagus Financial Services Limited Hong Kong Provision of IR services and PR function events — 100 % SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1 Organization and business (Continued) Percentage of ownership Company Name Place of incorporation Principal activities Directly Indirectly PT Tranglo Indonesia Indonesia Operating money remittance business — 60 % PT Tranglo Solusindo Indonesia Providing and sourcing airtime and other related services — 60 % Tranglo (MEA) Limited Hong Kong Providing and sourcing airtime and other related services — 60 % Tranglo Europe Ltd United Kingdom Operating money remittance business — 60 % Tranglo Pte. Ltd. Singapore Operating money remittance business — 60 % Tik FX Malaysia Sdn. Bhd. Malaysia Dormant — 60 % Treatsup Sdn. Bhd. Malaysia Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application — 60 % Dynamic Indonesia Holdings Limited Cayman Islands Investment holding — 59.2 % Dynamic Indonesia Pte. Ltd. Singapore Retail sales via the internet and development of other software and programming activities — 49.8 % PT Dynamic Wallet Indonesia Indonesia Business operations have not commenced — 49.9 % PT Walletku Indompet Indonesia Indonesia (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher — 49.9 % | The Company’s principal subsidiaries at December 31, 2023 are set out below: SCHEDULE OF PRINCIPAL SUBSIDIARIES Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly Dynamic Investment Holdings Limited Cayman Islands Investment holding 100 % — Dynamic (Asia) Group Inc. British Virgin Islands Investment holding — 100 % TNG (Asia) Limited Hong Kong Provision of mobile electronic wallet 100 % — Tranglo Sdn. Bhd. Malaysia Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services — 60 % 未來網絡科技投資股份有限公司 Taiwan Investment holding — 100 % GEA Holdings Limited Cayman Islands Investment holding — 100 % GEA Limited Hong Kong Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants — 100 % GEA Pte Ltd. Singapore Transaction and payment processing services — 100 % Bagus Fintech Pte. Ltd. Singapore Providing business center services — 100 % Dynamic (Asia) Holdings Limited Cayman Islands Investment holding — 100 % Dynamic FinTech Group (HK) Limited Hong Kong Provision of corporate governance consultancy, management and advisory services — 100 % Tranglo Holdings Limited Cayman Islands Investment holding — 100 % The WSF Group Holdings Limited British Virgin Islands Investment holding — 100 % The Wall Street Factory Limited Hong Kong Providing business center services — 100 % Bagus Financial Services Limited Hong Kong Provision of IR services and PR function events — 100 % SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 Organization and business (Continued) Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly PT Tranglo Indonesia Indonesia Operating money remittance business — 60 % PT Tranglo Solusindo Indonesia Providing and sourcing airtime and other related services — 60 % Tranglo (MEA) Limited Hong Kong Providing and sourcing airtime and other related services — 60 % Tranglo Europe Ltd United Kingdom Operating money remittance business — 60 % Tranglo Pte. Ltd. Singapore Operating money remittance business — 60 % Tik FX Malaysia Sdn. Bhd. Malaysia Dormant — 60 % Treatsup Sdn. Bhd. Malaysia Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application — 60 % Dynamic Indonesia Holdings Limited Cayman Islands Investment holding — 59.2 % Dynamic Indonesia Pte. Ltd. Singapore Retail sales via the internet and development of other software and programming activities — 49.8 % PT Dynamic Wallet Indonesia Indonesia Business operations have not commenced — 49.9 % PT Walletku Indompet Indonesia Indonesia (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher — 49.9 % |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
SCHEDULE OF EFFECT OF RESTATEMENT | The following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the periods indicated. SCHEDULE OF EFFECT OF RESTATEMENT Previously Reported Adjustments As Restated December 31, 2022 Previously Reported Adjustments As Restated US$ US$ US$ Consolidated Balance Sheets as of December 31, 2022 Prepayments, receivables and other assets 31,776,196 5,787,354 37,563,550 Accounts payable, accruals and other payables 53,159,031 5,787,354 58,946,385 Consolidated Statement of Cash Flows for the year ended December 31, 2022 Prepayments, receivables and other assets (8,433,545 ) 2,636,855 (5,796,690 ) Accounts payable, accruals and other payables (9,612,845 ) (2,636,855 ) (12,249,700 ) |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) - Seamless Group Inc. [Member] | 12 Months Ended |
Dec. 31, 2023 | |
SCHEDULE OF ACCOUNTS RECEIVABLE NET | SCHEDULE OF ACCOUNTS RECEIVABLE NET 2023 2022 December 31, 2023 2022 US$ US$ Accounts receivable 2,638,333 3,184,892 Allowance for credit losses (187,462 ) (117,195 ) Accounts receivable, net 2,450,871 3,067,697 |
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS | The movements in allowance for credit losses are as follows: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS 2023 2022 December 31, 2023 2022 US$ US$ Balance at the beginning of year 117,195 — Additional for the year 70,267 — Acquisition of a subsidiary — 117,195 Balance at the end of year 187,462 117,195 |
PREPAYMENTS, RECEIVABLES AND _2
PREPAYMENTS, RECEIVABLES AND OTHER ASSETS (Tables) - Seamless Group Inc. [Member] | 12 Months Ended |
Dec. 31, 2023 | |
SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS | SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS 2023 2022 December 31, 2023 2022 US$ US$ Contract asset 6,888,954 4,657,799 Safeguarding assets 1,983,116 5,787,354 Other receivables 100,144 54,425 Prefunding to remittances partner 21,082,897 21,896,243 Deposits 1,402,729 1,438,316 Goods and services tax/ Value-added tax recoverable 26,493 13,842 Prepayments 553,258 503,123 Airtime stock 607,308 715,755 Inventory 125,603 162,227 Current tax recoverable 360,358 1,094,332 Others 1,094,379 1,240,134 Total 34,225,239 37,563,550 |
SCHEDULE OF CONTRACT ASSETS | Movement of contract assets are as follows: SCHEDULE OF CONTRACT ASSETS December 31, 2023 2022 US$ US$ As at January 1 4,657,799 4,189,989 Rights of consideration for service rendered but not billed 2,231,155 467,810 As at December 31 6,888,954 4,657,799 |
INVESTMENT IN AN EQUITY SECUR_2
INVESTMENT IN AN EQUITY SECURITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
SCHEDULE OF INVESTMENT IN AN EQUITY SECURITY | Investment in an unquoted equity security as of December 31, 2023 and 2022 consisted of the following: SCHEDULE OF INVESTMENT IN AN EQUITY SECURITY December 31, 2023 2022 US$ US$ K Hub 0.54 % 100,000 100,000 K Hub 0.54 % 100,000 100,000 |
EQUIPMENT AND SOFTWARE, NET (Ta
EQUIPMENT AND SOFTWARE, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
SCHEDULE OF EQUIPMENT AND SOFTWARE NET | Equipment, net as of December 31, 2023 and 2022 consisted of the following: SCHEDULE OF EQUIPMENT AND SOFTWARE NET 2023 2022 December 31, 2023 2022 US$ US$ Office equipment 489,396 433,479 Furniture and fittings 303,331 298,076 Renovation 1,741,702 1,739,807 Signboard 2,195 2,195 Computer peripherals 3,301,853 3,074,341 Electrical installation 46,492 45,502 Mobile phone 10,022 9,013 Motor vehicle 14,536 97,479 Air conditioners 8,367 4,809 Total 5,917,894 5,704,701 Equipment and software, gross 5,917,894 5,704,701 Less: accumulated depreciation (4,901,404 ) (4,383,080 ) Equipment, net 1,016,490 1,321,621 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) - Seamless Group Inc. [Member] | 12 Months Ended |
Dec. 31, 2023 | |
SCHEDULE OF INTANGIBLE ASSETS NET | Intangible assets, net as of December 31, 2023 and 2022 consisted of the following: SCHEDULE OF INTANGIBLE ASSETS NET 2023 2022 December 31, 2023 2022 US$ US$ Software 22,778,055 20,546,739 Developed technologies 5,853,354 5,853,354 Trade names and trademarks 7,043,640 7,043,640 Total 35,675,049 33,443,733 Intangible assets, gross 35,675,049 33,443,733 Less: accumulated amortization (26,483,336 ) (23,593,955 ) Intangible assets, net 9,191,713 9,849,778 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSES | As of December 31, 2023, the estimated future amortization expense for each of the next five years and thereafter was as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES Amortization US$ For the year ending December 31, 2024 2,948,062 2025 2,779,867 2026 2,343,051 2027 815,240 2028 305,493 Thereafter — Total 9,191,713 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Seamless Group Inc. [Member] | ||
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL Goodwill US$ Balance as of January 1, 2023, December 31, 2023 and March 31, 2024 27,001,383 | Changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 were as follows: SCHEDULE OF GOODWILL Goodwill US$ Balance as of January 1, 2022 19,229,528 Goodwill from acquisition 7,771,855 Balance as of December 31, 2022, January 1, 2023 and December 31, 2023 27,001,383 |
LEASES (Tables)
LEASES (Tables) - Seamless Group Inc. [Member] | 12 Months Ended |
Dec. 31, 2023 | |
SCHEDULE OF RIGHT OF USE ASSETS AND LEASE LIABILITIES | Right-of-use assets and lease liabilities, as of December 31, 2023 and 2022, are as follows: SCHEDULE OF RIGHT OF USE ASSETS AND LEASE LIABILITIES Line Items 2023 2022 Financial Statement December 31, Line Items 2023 2022 US$ US$ Right-of-use assets: Operating lease Right-of-use assets 154,234 342,432 Total right-of-use assets 154,234 342,432 Lease liabilities: Current liabilities Operating lease Current portion of lease liabilities 152,325 174,061 Total current operating lease liabilities 152,325 174,061 Non-current liabilities Operating lease Other payables - 158,895 Total non- current operating liabilities - 158,895 |
SCHEDULE OF LEASE COSTS | The components of lease costs are as follows: SCHEDULE OF LEASE COSTS 2023 2022 Years ended December 31, 2023 2022 US$ US$ Operating lease costs 1,123,046 1,168,188 Short-term lease costs 141,889 80,217 Finance lease costs: Depreciation - 2,938 Interest on finance lease liabilities - 406 Total lease costs 1,264,935 1,251,749 |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | Other information related to leases is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES December 31, 2023 US$ Weighted Average Remaining Lease Term Operating lease 10.5 Weighted Average Discount Rate Operating lease 8.6 % |
SCHEDULE OF CASHFLOWS RELATED TO LEASES | Cash flows related to leases are as follows: SCHEDULE OF CASHFLOWS RELATED TO LEASES 2023 2022 Years ended December 31, 2023 2022 US$ US$ Cash flows from operating activities: Payments for operating lease liabilities 199,447 172,711 Cash flows from financing activities: Principal payments on finance lease obligation - 61,048 Supplemental Cash Flow Data: Right-of-use assets obtained in exchange for new operating lease obligations 7,350 376,428 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON CANCELABLE OPERATING LEASES | Future minimum lease payments under non-cancelable operating leases as of December 31, 2023 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON CANCELABLE OPERATING LEASES Operating lease US$ For the year ending December 31, 2024 157,991 2025 - Lease liabilities (Gross) 157,991 Less: imputed interest (5,666 ) Total lease liabilities 152,325 |
BORROWINGS (Tables)
BORROWINGS (Tables) - Seamless Group Inc. [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
SCHEDULE OF BORROWINGS | SCHEDULE OF BORROWINGS March 31, 2024 December 31, 2023 US$ US$ Short-term borrowings (i) 8,744,474 8,772,710 Long-term borrowings (ii) 12,068,807 11,538,357 Less: current maturities (9,207,392 ) (9,031,383 ) Non-current maturities 2,861,415 2,506,974 (i) As of March 31, 2024 and December 31, 2023, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from 15.0 24.0 15.0 24.0 22.6 22.6 (ii) As of March 31, 2024 and December 31, 2023, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0 27.6 12.0 24.0 14.1 13.1 A loan of HK$ 4.7 0.6 12 12.3 1.6 12 3.6 0.5 12 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4 Borrowings (continued) (iv) As of March 31, 2024 and December 31, 2023, the Company had a loan of US$ 2.05 (v) As of March 31, 2024 and December 31, 2023, the Company had obtained a line of credit of US$ 5 12 5 5 | SCHEDULE OF BORROWINGS December 31, 2023 2022 US$ US$ Short-term borrowings (i) 8,772,710 8,978,390 Long-term borrowings (ii) 11,538,357 12,305,279 Less: current maturities (9,031,383 ) (4,426,000 ) Non-current maturities 2,506,974 7,879,279 (i) As of December 31, 2023 and 2022, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from 15.0 24.0 15.0 24.0 22.6 22.4 (ii) As of December 31, 2023 and 2022, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0 24.0 2.5 24.0 13.1 15.5 As of December 31, 2023, the Company obtained loans from three members of management of the Company. A loan of HK$ 4.7 million (equivalent to US$ 0.6 million) has been provided by Mr. Takis Wong, the Chief Operating Officer, at an interest rate of 12 % per annum. The loan is unsecured and repayable in full on April 4, 2024. Another loan of HK$ 2.5 million and 9.8 million (equivalent to US$ 0.3 million and US$ 1.3 million) has been provided by Mr. Alexander Kong, the Chairman, at an interest rate of 12 % per annum. The loan is unsecured and repayable in full on March 30 and June 30, 2024, respectively. Another loan of HK$ 3.6 million (equivalent to US$ 0.6 million) has been provided by Dr. Ronnie Hui, the Chief Executive Officer, at an interest rate of 12 % per annum. The loan is unsecured and repayable on demand. The company is in negotiation to extend the above loans. (iii) As of December 31, 2023, the Company had a loan of US$ 2.05 (iv) As of December 31, 2023 and 2022, the Company had obtained a line of credit of US$5 million from Ripple Labs, Inc., one of the related parties of their subsidiary, Tranglo Sdn. Bhd. The loan is unsecured and has an interest rate of 12% per annum. Amount drawn down as of December 31, 2023 and 2022, was US$5 million and US$5 million respectively. The line of credit facility has a maturity of two years from the effective date of September 12, 2022. Ripple has the option of calling any drawdown on or after the first anniversary. |
SCHEDULE OF LONG TERM BORROWINGS | As of March 31, 2024, the borrowings will be due according to the following schedule: SCHEDULE OF LONG TERM BORROWINGS Principal amounts US$ For the period ending March 31, Within one year 9,207,392 Within two years 570,657 Within three years 2,290,758 Total 12,068,807 | As of December 31, 2023, the long-term borrowings will be due according to the following schedule: SCHEDULE OF LONG TERM BORROWINGS Principal amounts US$ For the year ending December 31, Within one year 2024 9,031,383 2025 466,188 2026 - Within four years - 2027 2,040,786 Within five years 2,040,786 Total 11,538,357 |
ACCOUNTS PAYABLE, ACCRUALS AN_2
ACCOUNTS PAYABLE, ACCRUALS AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
SCHEDULE OF ACCOUNTS PAYABLE AND OTHER PAYABLES | Accounts payable, accruals and other payables consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND OTHER PAYABLES December 31, 2023 2022 US$ US$ Accounts payable 10,541 17,871 Safeguarding liabilities 1,983,116 5,787,354 Accruals 5,424,194 4,878,896 Prefunding from remittance customers 35,584,882 40,910,632 Incentives received for credit card program 699,655 700,521 Prefunding from airtime customers 758,419 874,889 Current portion of finance lease liabilities - - Cash received for the subscription of Convertible Promissory Note 1,056,765 1,058,005 Accrued interest 7,614,719 3,990,177 Tax payable 29,808 11,102 Other payables 826,132 716,938 Accounts payable, accruals and other payables 53,988,231 58,946,385 |
CONVERTIBLE BONDS (Tables)
CONVERTIBLE BONDS (Tables) - Seamless Group Inc. [Member] | 12 Months Ended |
Dec. 31, 2023 | |
SCHEDULE OF CONVERTIBLE BONDS | SCHEDULE OF CONVERTIBLE BONDS December 31, 2023 2022 US$ US$ Convertible Bond A — — Convertible Bond B — — Convertible Bond C — — Convertible Bond D — 10,000,000 Convertible Bond E 10,000,000 Total principal 10,000,000 10,000,000 Less: unamortized debt discount - (807,860 ) Net carrying amount 10,000,000 9,192,140 Less: maturing within one year (10,000,000 ) 9,192,140 Convertible bonds — — |
SCHEDULE OF DEBT | Changes in total principal balance of convertible bond: SCHEDULE OF DEBT Convertible Bond D Convertible Bond E Total US$ US$ US$ Total principal balance as of December 31, 2022 and January 1, 2023 10,000,000 - 10,000,000 Repayment during the year - - - Conversion to non-convertible loan - - - Convertible Bond replacement (10,000,000 ) 10,000,000 - Total principal balance as of December 31, 2023 - 10,000,000 10,000,000 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Seamless Group Inc. [Member] | |
SCHEDULE OF REVENUE | SCHEDULE OF REVENUE Years end December 31, 2023 2022 US$ US$ Timing of revenue recognition - at point in time - - Remittance services - - Fiat remittance 25,287,487 25,812,304 ODL remittance 1,407,709 901,847 Sales of Airtime 26,398,707 28,501,152 Other services 161,458 285,614 Revenue 53,255,361 55,500,917 |
INCOME TAX (Tables)
INCOME TAX (Tables) - Seamless Group Inc. [Member] | 12 Months Ended |
Dec. 31, 2023 | |
SCHEDULE OF INCOME BEFORE INCOME TAX | The Company’s loss before income tax consists of: SCHEDULE OF INCOME BEFORE INCOME TAX Years ended December 31, 2023 2022 US$ US$ Malaysia 2,042,746 1,606,867 Indonesia (786,490 ) 1,609,362 Hong Kong (15,141,598 ) (18,818,064 ) Others (8,963 ) (10,096 ) Loss before income tax (13,894,305 ) (15,611,931 ) |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE | Income tax expense consists of: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE Years ended December 31, 2023 2022 US$ US$ Income tax expense 797,147 507,740 Deferred income tax benefit (273,666 ) (393,958 ) Income tax expense benefit 523,481 113,782 |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | A reconciliation of the income tax expense to the amount computed by applying the current statutory tax rate to the income before income tax in the consolidated statements of operations and comprehensive loss is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Years ended December 31, 2023 2022 US$ US$ Income before income tax (13,894,305 ) (15,611,931 ) Tax calculated at Hong Kong profits tax rate (2,292,560 ) (2,576,217 ) Effect of different tax rates applicable to different jurisdictions 1,637,665 2,244,573 Income not subject to tax (48,307 ) (567,161 ) Non-deductible expenses 132,796 658,533 Change in valuation allowance 846,827 245,220 Underprovision of current tax in the previous financial year 125,217 48,182 Tax effect on deductible temporary differences 7,918 46,624 Others 113,925 14,028 Income tax 523,481 113,782 |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are attributable to the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 2022 US$ US$ Deferred tax assets Tax losses carried forward 8,266,115 7,526,178 Equipment (65,050 ) (90,113 ) Accrued expenses 296,576 354,988 Others 54,560 39,290 Deferred tax gross 8,552,201 7,830,343 Valuation allowance (7,887,313 ) (7,061,726 ) Total deferred tax assets 664,888 768,617 Deferred tax liabilities Fixed assets — — Intangible assets (1,184,987 ) (1,554,721 ) Others (61,773 ) (61,622 ) Total deferred tax liabilities (1,246,760 ) (1,616,343 ) Net deferred tax liabilities (581,872 ) (847,727 ) |
SEGMENTS (Tables)
SEGMENTS (Tables) - Seamless Group Inc. [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
SCHEDULE OF SEGMENT REPORTING FOR REVENUE | SCHEDULE OF SEGMENT REPORTING FOR REVENUE 2024 2023 Three months ended March 31, 2024 2023 US$ US$ Revenue Remittance services - - Fiat remittance 6,467,068 6,264,944 ODL remittance 279,831 711,800 Sales of Airtime 6,314,878 6,857,305 Other services 42,346 38,546 Revenue 13,104,123 13,872,595 Cost of sales Remittance services (2,882,759 ) (3,098,713 ) Sales of Airtime (5,732,411 ) (6,150,996 ) Other services (81,392 ) (72,310 ) Cost of sales (8,696,562 ) (9,322,019 ) Gross Profit Remittance services 3,864,140 3,878,031 Sales of Airtime 582,467 706,309 Other services (39,046 ) (33,764 ) Gross Profit 4,407,561 4,550,576 | SCHEDULE OF SEGMENT REPORTING FOR REVENUE Years ended December 31, 2023 2022 US$ US$ Revenue - - Remittance services 26,695,196 26,714,151 Sales of Airtime 26,398,707 28,501,152 Other services 161,458 285,614 Revenue 53,255,361 55,500,917 Years ended December 31, 2023 2022 US$ US$ Cost of sales - - Remittance services (11,375,525 ) (13,268,205 ) Sales of Airtime (24,206,112 ) (26,370,613 ) Other services (317,419 ) (242,129 ) Cost of sales (35,899,057 ) (39,880,947 ) Years ended December 31, 2023 2022 US$ US$ Gross Profit - - Remittance services 15,319,671 13,445,946 Sales of Airtime 2,192,595 2,130,539 Other services (155,962 ) 43,485 Gross Profit 17,356,304 15,619,970 |
SCHEDULE FOR ADDITIONS TO LONG-LIVED ASSETS OTHER THAN GOODWILL AND ACQUIRED INTANGIBLE ASSETS | The following table sets forth the Expenditures for additions to long-lived assets other than goodwill and acquired intangible assets: SCHEDULE FOR ADDITIONS TO LONG-LIVED ASSETS OTHER THAN GOODWILL AND ACQUIRED INTANGIBLE ASSETS December 31, 2023 2022 US$ US$ Remittance services expense 302,950 532,457 Sales of Airtime - - Other services - - Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets 302,950 532,457 | |
SCHEDULE OF GEOGRAPHICAL INFORMATION | The following table sets forth the revenues by geographical area: SCHEDULE OF GEOGRAPHICAL INFORMATION Years ended December 31, 2023 2022 US$ US$ Revenue Hong Kong 9,726,364 8,647,764 Malaysia 29,317,906 36,742,314 Indonesia 14,211,091 10,110,839 Revenue 53,255,361 55,500,917 | |
SCHEDULE OF LONG LIVED ASSETS GEOGRAPHICAL INFORMATION | The following table sets forth the long-lived assets other than goodwill and intangible assets by geographical area: SCHEDULE OF LONG LIVED ASSETS GEOGRAPHICAL INFORMATION December 31, 2023 2022 US$ US$ Long-lived assets other than goodwill and acquired intangible assets Hong Kong 4,368,106 3,647,913 Malaysia 1,005,601 1,276,989 Indonesia 62,056 121,698 Long-Lived Assets 5,435,763 5,046,600 Add: Non-disclose items Investment in an equity security 100,000 100,000 Deferred tax assets 972,984 768,617 Goodwill 27,001,383 27,001,383 Acquired intangible assets 4,926,674 6,467,231 Long-lived assets other than goodwill and acquired intangible assets 33,001,041 39,383,831 | |
SCHEDULE OF GOODWILL REPORTABLE SEGMENTS | The following table sets forth the goodwill by reportable segments: SCHEDULE OF GOODWILL REPORTABLE SEGMENTS December 31, 2023 2022 US$ US$ Remittance services 12,921,592 12,921,592 Sales of Airtime 14,079,791 14,079,791 Goodwill 27,001,383 27,001,383 |
ACQUISITION OF DYNAMIC INDONE_2
ACQUISITION OF DYNAMIC INDONESIA HOLDINGS LIMITED (Tables) - Seamless Group Inc. [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
SCHEDULE OF PURCHASE PRICE OF ACQUISITION | The allocation of the purchase price as of the date of acquisition is summarized as follows: SCHEDULE OF PURCHASE PRICE OF ACQUISITION US$ Net assets acquired (i) (1,590,634 ) Goodwill (Note 3) 7,851,590 Non-controlling interests (3,931,441 ) Total 2,329,515 Total purchase price is comprised of: Cash consideration 200,000 Fair value of previously held equity interests 2,129,515 Total 2,329,515 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7 Acquisition of Dynamic Indonesia Holdings Limited (Continued) (i) Goodwill arose on the acquisition from the expected synergies from combining our existing airtime operations with those of Dynamic Indonesia Holdings Limited. (ii) An independent valuation firm was hired by Noble Tack International Limited to value it shares in Dynamic Indonesia at approximately the date of the acquisition. The firm used market approach Price-to-Sales multiple-based methodology to determine the value. | The allocation of the purchase price as of the date of acquisition is summarized as follows: SCHEDULE OF PURCHASE PRICE OF ACQUISITION US$ Net assets acquired (i) (1,510,899 ) Goodwill (Note 9) (ii) 7,771,855 Non-controlling interests (iii) (3,931,441 ) Total 2,329,515 Total purchase price is comprised of: Cash consideration 200,000 Fair value of previously held equity interests 2,129,515 Total 2,329,515 (i) Net assets acquired primarily included accounts receivables and other receivables of approximately US$ 0.6 0.2 0.1 1.6 4.1 SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 20 Acquisition of Dynamic Indonesia Holdings Limited (Continued) (ii) Goodwill arose on the acquisition from the expected synergies from combining our existing airtime operations with those of Dynamic Indonesia Holdings Limited. (iii) An independent valuation firm was hired by Noble Tack International Limited to value it shares in Dynamic Indonesia at approximately the date of the acquisition. The firm used market approach Price-to-Sales multiple-based methodology to determine the value. |
SCHEDULE OF ACQUISITION OF CONSOLIDATED STATEMENTS OF OPERATIONS | The following amounts of the acquiree since the acquisition date are included in the December 2023 consolidated statement of operations. Comparable information for 2021 is not available. SCHEDULE OF ACQUISITION OF CONSOLIDATED STATEMENTS OF OPERATIONS 2023 2022 US$ US$ Revenue 14,211,091 10,110,839 Loss after tax (836,874 ) (498,424 ) |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Seamless Group Inc. [Member] | ||
SCHEDULE OF PRINCIPAL SUBSIDIARIES | The Company’s principal subsidiaries at March 31, 2024 are set out below: SCHEDULE OF PRINCIPAL SUBSIDIARIES Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly Dynamic Investment Holdings Limited Cayman Islands Investment holding 100 % — Dynamic (Asia) Group Inc. British Virgin Islands Investment holding — 100 % TNG (Asia) Limited Hong Kong Provision of mobile electronic wallet 100 % — Tranglo Sdn. Bhd. Malaysia Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services — 60 % 未來網絡科技投資股份有限公司 Taiwan Investment holding — 100 % GEA Holdings Limited Cayman Islands Investment holding — 100 % GEA Limited Hong Kong Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants — 100 % GEA Pte Ltd. Singapore Transaction and payment processing services — 100 % Bagus Fintech Pte. Ltd. Singapore Providing business center services — 100 % Dynamic (Asia) Holdings Limited Cayman Islands Investment holding — 100 % Dynamic FinTech Group (HK) Limited Hong Kong Provision of corporate governance consultancy, management and advisory services — 100 % Tranglo Holdings Limited Cayman Islands Investment holding — 100 % The WSF Group Holdings Limited British Virgin Islands Investment holding — 100 % The Wall Street Factory Limited Hong Kong Providing business center services — 100 % Bagus Financial Services Limited Hong Kong Provision of IR services and PR function events — 100 % SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1 Organization and business (Continued) Percentage of ownership Company Name Place of incorporation Principal activities Directly Indirectly PT Tranglo Indonesia Indonesia Operating money remittance business — 60 % PT Tranglo Solusindo Indonesia Providing and sourcing airtime and other related services — 60 % Tranglo (MEA) Limited Hong Kong Providing and sourcing airtime and other related services — 60 % Tranglo Europe Ltd United Kingdom Operating money remittance business — 60 % Tranglo Pte. Ltd. Singapore Operating money remittance business — 60 % Tik FX Malaysia Sdn. Bhd. Malaysia Dormant — 60 % Treatsup Sdn. Bhd. Malaysia Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application — 60 % Dynamic Indonesia Holdings Limited Cayman Islands Investment holding — 59.2 % Dynamic Indonesia Pte. Ltd. Singapore Retail sales via the internet and development of other software and programming activities — 49.8 % PT Dynamic Wallet Indonesia Indonesia Business operations have not commenced — 49.9 % PT Walletku Indompet Indonesia Indonesia (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher — 49.9 % | The Company’s principal subsidiaries at December 31, 2023 are set out below: SCHEDULE OF PRINCIPAL SUBSIDIARIES Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly Dynamic Investment Holdings Limited Cayman Islands Investment holding 100 % — Dynamic (Asia) Group Inc. British Virgin Islands Investment holding — 100 % TNG (Asia) Limited Hong Kong Provision of mobile electronic wallet 100 % — Tranglo Sdn. Bhd. Malaysia Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services — 60 % 未來網絡科技投資股份有限公司 Taiwan Investment holding — 100 % GEA Holdings Limited Cayman Islands Investment holding — 100 % GEA Limited Hong Kong Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants — 100 % GEA Pte Ltd. Singapore Transaction and payment processing services — 100 % Bagus Fintech Pte. Ltd. Singapore Providing business center services — 100 % Dynamic (Asia) Holdings Limited Cayman Islands Investment holding — 100 % Dynamic FinTech Group (HK) Limited Hong Kong Provision of corporate governance consultancy, management and advisory services — 100 % Tranglo Holdings Limited Cayman Islands Investment holding — 100 % The WSF Group Holdings Limited British Virgin Islands Investment holding — 100 % The Wall Street Factory Limited Hong Kong Providing business center services — 100 % Bagus Financial Services Limited Hong Kong Provision of IR services and PR function events — 100 % SEAMLESS GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 Organization and business (Continued) Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly PT Tranglo Indonesia Indonesia Operating money remittance business — 60 % PT Tranglo Solusindo Indonesia Providing and sourcing airtime and other related services — 60 % Tranglo (MEA) Limited Hong Kong Providing and sourcing airtime and other related services — 60 % Tranglo Europe Ltd United Kingdom Operating money remittance business — 60 % Tranglo Pte. Ltd. Singapore Operating money remittance business — 60 % Tik FX Malaysia Sdn. Bhd. Malaysia Dormant — 60 % Treatsup Sdn. Bhd. Malaysia Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application — 60 % Dynamic Indonesia Holdings Limited Cayman Islands Investment holding — 59.2 % Dynamic Indonesia Pte. Ltd. Singapore Retail sales via the internet and development of other software and programming activities — 49.8 % PT Dynamic Wallet Indonesia Indonesia Business operations have not commenced — 49.9 % PT Walletku Indompet Indonesia Indonesia (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher — 49.9 % |
DESCRIPTION OF ORGANIZATION, _3
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Feb. 16, 2024 | Aug. 18, 2023 | Feb. 13, 2023 | Nov. 22, 2022 | Aug. 03, 2022 | Dec. 07, 2021 | Nov. 23, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | May 20, 2024 | Apr. 18, 2024 | Feb. 29, 2024 | Feb. 20, 2024 | Nov. 17, 2023 | Sep. 30, 2023 | Aug. 23, 2023 | Feb. 21, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Deferred underwriting commissions | $ 5,999,964 | ||||||||||||||||||
Warrants price per share | $ 11.50 | $ 0.01 | $ 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% | 50% | |||||||||||||||||
Business combination tangible assets net | $ 5,000,001 | $ 5,000,001 | |||||||||||||||||
Investment of cash in trust account | $ 320,000 | $ 580,000 | $ 2,540,000 | $ 2,999,982 | |||||||||||||||
Offering price | $ 18 | $ 18 | |||||||||||||||||
Deposits | $ 1,740,000 | ||||||||||||||||||
Cash | $ 9,458 | $ 43,509 | 271,467 | ||||||||||||||||
Working capital | 4,875,044 | 4,516,047 | |||||||||||||||||
Capital contribution | 320,000 | $ 580,000 | 2,540,000 | $ 2,999,982 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 9,458 | 43,509 | |||||||||||||||||
Other Expenses | $ 100,000 | ||||||||||||||||||
Trust Account [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Deposits | $ 800,000 | $ 160,000 | $ 640,000 | $ 160,000 | |||||||||||||||
Share price | $ 0.04 | $ 0.04 | |||||||||||||||||
Trust Account [Member] | Subsequent Event [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Deposits | $ 80,000 | ||||||||||||||||||
Seamless Group Inc. [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Deposits | $ 290,000 | ||||||||||||||||||
Business combination to redeem, percentage | 100% | 100% | |||||||||||||||||
Business Combination Agreement [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Deposits | $ 80,000 | ||||||||||||||||||
Business Combination Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Deposits | $ 80,000 | ||||||||||||||||||
Business Combination Agreement [Member] | Trust Account [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Deposits | $ 1,740,000 | $ 290,000 | |||||||||||||||||
Business Combination Agreement [Member] | Trust Account [Member] | Subsequent Event [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Deposits | $ 560,000 | ||||||||||||||||||
Business Combination Agreement [Member] | Seamless Group Inc. [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Investment of cash in trust account | $ 2,999,982 | ||||||||||||||||||
Business Combination Agreement [Member] | FINTECH Merger Sub Corp [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Business combination consideration transferred | $ 400,000,000 | ||||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||||
Offering price | $ 10 | ||||||||||||||||||
Transaction Agreement [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Sale of stock, price per share | $ 10.15 | $ 10.15 | |||||||||||||||||
Common Class A [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Sale of stock, price per share | $ 11.36 | $ 10.94 | $ 10.49 | 12 | 12 | ||||||||||||||
Common stock, par value | $ 0.0001 | 0.0001 | $ 0.0001 | ||||||||||||||||
Redeem shares issued | 2,661,404 | 2,176,003 | 10,415,452 | ||||||||||||||||
Redeem shares issued, amount | $ 30,260,000 | $ 23,800,000 | $ 109,310,000 | $ 54,506,397 | |||||||||||||||
Redeem shares issued, trust amount | $ 53,970,000 | $ 81,100,000 | $ 100,590,000 | ||||||||||||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Sale of stock, price per share | $ 11.36 | ||||||||||||||||||
Redeem shares issued | 2,661,404 | ||||||||||||||||||
Redeem shares issued, amount | $ 30,260,000 | ||||||||||||||||||
Redeem shares issued, trust amount | 53,970,000 | ||||||||||||||||||
Tax payable | $ 100,000 | ||||||||||||||||||
IPO [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Sale of stock, price per share | $ 10.15 | $ 10.15 | 10.15 | ||||||||||||||||
Proceeds from initial public offering | $ 202,998,782 | ||||||||||||||||||
Offering price | $ 10.15 | $ 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] | |||||||||||||||||||
Number of shares issued | 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] | |||||||||||||||||||
Number of shares issued | 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 | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A ordinary shares subject to possible redemption balance | $ 83,523,112 | $ 208,932,880 | |
Class A ordinary shares subject to possible redemption balance | 54,506,397 | 83,523,112 | $ 208,932,880 |
Class A Ordinary Shares Subject to Redemption [Member] | |||
Class A ordinary shares subject to possible redemption balance | 83,523,112 | 208,932,880 | 202,998,782 |
Class A ordinary shares subject to possible redemption balance | 1,269,100 | 7,715,207 | 5,934,098 |
Class A ordinary shares subject to possible redemption balance | (30,285,815) | (133,124,975) | |
Class A ordinary shares subject to possible redemption balance | $ 54,506,397 | $ 83,523,112 | $ 208,932,880 |
SCHEDULE OF BASIS AND DILUTED N
SCHEDULE OF BASIS AND DILUTED NET LOSS PER ORDINARY SHARES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Allocation of net income | $ (590,103) | $ (998,238) | $ (3,147,500) | $ 1,111,964 |
Common Class A [Member] | ||||
Allocation of net income | $ 301,466 | $ 712,719 | $ 2,003,234 | $ (860,883) |
Basic weighted average common shares | 6,092,346 | 14,560,700 | 10,024,516 | 19,999,880 |
Diluted weighted average common shares | 6,092,346 | 14,560,700 | 10,024,516 | 19,999,880 |
Basic net income (loss) per ordinary share | $ 0.05 | $ 0.05 | $ 0.20 | $ (0.04) |
Diluted net income (loss) per ordinary share | $ 0.05 | $ 0.05 | $ 0.20 | $ (0.04) |
Common Class B [Member] | ||||
Allocation of net income | $ 288,637 | $ 285,519 | $ 1,165,646 | $ (251,081) |
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 | $ 0.05 | $ 0.20 | $ (0.04) |
Diluted net income (loss) per ordinary share | $ 0.05 | $ 0.05 | $ 0.20 | $ (0.04) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 16, 2024 | Aug. 18, 2023 | Feb. 13, 2023 | Jul. 29, 2022 | Sep. 13, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Product Information [Line Items] | |||||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||||||||
Cash and marketable securities held in trust account | 54,506,397 | 83,523,112 | 208,932,880 | ||||||||
Deferred offering costs | 582,540 | 582,540 | |||||||||
Adjustments to additional paid in capital, fair value | 268,617 | 268,617 | |||||||||
Underwriter discount | 8,499,949 | 8,499,949 | |||||||||
Temporary equity | 54,506,397 | 83,523,112 | 208,932,880 | ||||||||
Unrecognized tax benefits | 0 | 0 | 0 | ||||||||
Accrued interest and penalties | 0 | 0 | 0 | ||||||||
Federal depository insurance | 250,000 | 250,000 | |||||||||
Net loss | (590,103) | $ (998,238) | (3,147,500) | 1,111,964 | |||||||
Net cash used in operating activities | 275,757 | 129,918 | 552,958 | 756,716 | |||||||
Net cash provided by investing activities | 29,965,815 | 108,729,854 | 130,584,975 | (2,999,982) | |||||||
Net cash used in financing activities | 29,724,109 | 108,729,854 | 130,259,975 | (2,999,982) | |||||||
Net cash provided by investing activities | (29,965,815) | (108,729,854) | (130,584,975) | 2,999,982 | |||||||
Seamless Group Inc. [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Temporary equity | 2,957,948 | 2,957,948 | 2,957,948 | [1] | |||||||
Cash | 46,800,000 | 48,500,000 | |||||||||
Working capital deficit | 71,900,000 | 70,500,000 | |||||||||
Net capital deficit | 38,400,000 | 36,200,000 | |||||||||
Net loss | 2,631,928 | 3,339,807 | 14,417,786 | 15,725,713 | [2] | ||||||
Net cash used in operating activities | 220,972 | 9,590,377 | 15,286,494 | (8,681,916) | [2] | ||||||
Net cash provided by investing activities | (11,443) | (82,306) | 1,444,823 | (732,332) | [2] | ||||||
Net cash used in financing activities | (470,451) | 8,718 | 1,197,648 | 5,767,020 | [2] | ||||||
Accounts Receivable, Allowance for Credit Loss | 187,462 | 117,195 | |||||||||
Advertising and promotion costs | 784,818 | 618,661 | |||||||||
Outstanding balance of convertible bond | 10,000,000 | 10,000,000 | |||||||||
Fair value of awards granted | $ 32,790,450 | $ 32,790,450 | |||||||||
Shares forfeited | 305,947 | 77,261 | |||||||||
Safeguarding assets | $ 2,378,432 | $ 1,983,116 | 5,787,354 | ||||||||
Safeguarding liabilities | 2,378,432 | 1,983,116 | 5,787,354 | ||||||||
Other assets | 2,000,000 | 5,800,000 | |||||||||
Net cash provided by investing activities | 11,443 | 82,306 | $ (1,444,823) | $ 732,332 | [2] | ||||||
Proceeds from borrowings | 500,000 | ||||||||||
Seamless Group Inc. [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,591,543 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 978,397 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 12.87 | ||||||||||
Seamless Group Inc. [Member] | 2022 Equity Incentive Plan [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Other | 5,803,000 | ||||||||||
Seamless Group Inc. [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Concentration Risk, Percentage | 53% | 71% | |||||||||
Seamless Group Inc. [Member] | Convertible Debt Securities [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Convertible shares | 1,532,798 | 1,532,798 | |||||||||
Seamless Group Inc. [Member] | Convertible Bond [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Outstanding balance of convertible bond | $ 10,000,000 | $ 10,000,000 | |||||||||
Seamless Group Inc. [Member] | Computer Software, Intangible Asset [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Intangible assets amortized period | 5 years | ||||||||||
Seamless Group Inc. [Member] | Developed Technology Rights [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Intangible assets amortized period | 7 years | ||||||||||
Seamless Group Inc. [Member] | Trademarks and Trade Names [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Intangible assets amortized period | 10 years | ||||||||||
Common Class A [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Stock Redeemed or Called During Period, Value | $ 30,260,000 | $ 23,800,000 | $ 109,310,000 | 54,506,397 | |||||||
Net loss | $ 301,466 | $ 712,719 | $ 2,003,234 | $ (860,883) | |||||||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | Nov. 23, 2021 | Mar. 31, 2024 | Feb. 16, 2024 | Dec. 31, 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 | $ 0.01 | |||
Common Class A [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock price per share | 12 | $ 11.36 | 12 | $ 10.94 | $ 10.49 | |
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock price per share | $ 10.15 | $ 10.15 | $ 10.15 | |||
Proceeds from initial public offering | $ 202,998,782 | |||||
IPO [Member] | Common Class A [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued | 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 | Mar. 31, 2024 | Dec. 31, 2023 |
Subsidiary, Sale of Stock [Line Items] | |||
Warrants price per share | $ 11.50 | $ 0.01 | $ 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 | 12 Months Ended | ||||||||||||||||
Sep. 13, 2023 USD ($) | May 01, 2023 USD ($) | Nov. 23, 2021 USD ($) $ / shares shares | Nov. 23, 2021 USD ($) $ / shares shares | Apr. 20, 2021 USD ($) | Mar. 31, 2024 USD ($) Integer $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Integer $ / shares shares | Dec. 31, 2022 USD ($) shares | Mar. 06, 2024 USD ($) | Feb. 16, 2024 $ / shares | Aug. 23, 2023 USD ($) | Aug. 18, 2023 $ / shares | Feb. 13, 2023 $ / shares | Sep. 12, 2022 USD ($) | Mar. 11, 2022 USD ($) | Sep. 14, 2018 USD ($) | ||
Debt principal amount | $ 500,000 | |||||||||||||||||
Interest rate | 50% | 50% | ||||||||||||||||
Proceeds from note payable related party | $ 325,000 | |||||||||||||||||
Debt conversion, converted instrument, amount | $ 1 | $ 1 | ||||||||||||||||
Warrants exercise per share | $ / shares | $ 11.50 | $ 11.50 | $ 0.01 | $ 0.01 | ||||||||||||||
Debt instrument, issued, principal | $ 400,000 | $ 150,000 | ||||||||||||||||
Unborrowed working Capital Loans | $ 325,000 | |||||||||||||||||
Promissory note seamless note | $ 241,706 | |||||||||||||||||
Working capital | $ 4,875,044 | $ 4,516,047 | ||||||||||||||||
Deposits | $ 1,740,000 | |||||||||||||||||
Seamless Group Inc. [Member] | ||||||||||||||||||
Common stock, shares, issued | shares | 58,030,000 | 58,030,000 | 58,030,000 | |||||||||||||||
Common stock value issued | $ 58,030 | $ 58,030 | $ 58,030 | [1] | ||||||||||||||
Debt principal amount | $ 7,500,000 | |||||||||||||||||
Debt conversion, converted instrument, amount | ||||||||||||||||||
Revenue | 13,104,123 | $ 13,872,595 | 53,255,361 | 55,500,917 | ||||||||||||||
Litigation settlement | 177,800,000 | 156,900,000 | 594,400,000 | 253,300,000 | ||||||||||||||
Interest paid | 1,819,174 | 1,351,939 | [2] | |||||||||||||||
Other receivables | 24,000,000 | 26,000,000 | ||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Debt principal amount | $ 500,000 | |||||||||||||||||
Administrative Service Agreement [Member] | ||||||||||||||||||
Payment for Administrative Fees | 10,000 | 10,000 | ||||||||||||||||
Administrative services fee | 30,000 | 30,000 | 120,000 | 120,000 | ||||||||||||||
Reimbursed cost | 6,000 | 24,970 | 88,395 | 167,618 | ||||||||||||||
Related Party [Member] | Seamless Group Inc. [Member] | ||||||||||||||||||
Due to related party | 83,168,572 | 86,488,519 | 83,757,317 | |||||||||||||||
Other receivables | 6,052,844 | 7,287,376 | 4,483,228 | |||||||||||||||
Ripple Labs Singapore Pte. Ltd [Member] | Seamless Group Inc. [Member] | ||||||||||||||||||
Working capital | $ 50,000,000 | |||||||||||||||||
Line of credit | $ 5,000,000 | |||||||||||||||||
Tranglo [Member] | Seamless Group Inc. [Member] | ||||||||||||||||||
Deposits | 2,400,000 | 2,000,000 | 3,300,000 | |||||||||||||||
Revenue | 300,000 | 700,000 | 1,800,000 | 2,600,000 | ||||||||||||||
Tranglo [Member] | Seamless Group Inc. [Member] | Maximum [Member] | ||||||||||||||||||
Deposits | 50,000,000 | 50,000,000 | ||||||||||||||||
GEA Limited [Member] | Seamless Group Inc. [Member] | ||||||||||||||||||
Deposits | 2,500,000 | 2,500,000 | ||||||||||||||||
Related party transaction amounts of transaction | 104,200,000 | 104,200,000 | 485,300,000 | |||||||||||||||
Ripple Solution [Member] | Seamless Group Inc. [Member] | ||||||||||||||||||
Due to related party | 177,800,000 | 261,100,000 | 698,600,000 | 738,600,000 | ||||||||||||||
Related party transaction amounts of transaction | 79,300,000 | 230,000,000 | 475,300,000 | 721,100,000 | ||||||||||||||
Ripple [Member] | Seamless Group Inc. [Member] | ||||||||||||||||||
Interest paid | $ 151,563 | $ 100,377 | $ 812,473 | 191,245 | ||||||||||||||
IPO [Member] | ||||||||||||||||||
Sale of stock price per share | $ / shares | $ 10.15 | $ 10.15 | $ 10.15 | $ 10.15 | ||||||||||||||
Proceeds from offering | $ 202,998,782 | |||||||||||||||||
IPO [Member] | Promissory Note [Member] | ||||||||||||||||||
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] | ||||||||||||||||||
Debt principal amount | $ 400,000 | |||||||||||||||||
Interest rate | 0.01% | |||||||||||||||||
IPO [Member] | Related Party [Member] | ||||||||||||||||||
Due to related party | $ 0 | $ 0 | ||||||||||||||||
Affiliate Sponsor [Member] | ||||||||||||||||||
Debt conversion, converted instrument, amount | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||
Affiliate Sponsor [Member] | Private Placement [Member] | ||||||||||||||||||
Warrants exercise per share | $ / shares | $ 1 | $ 1 | ||||||||||||||||
Common Class B [Member] | ||||||||||||||||||
Common stock, shares, issued | shares | 5,833,083 | 5,833,083 | 5,833,083 | |||||||||||||||
Common stock value issued | $ 583 | $ 583 | $ 583 | |||||||||||||||
Number of shares issued | shares | 99,999 | 99,999 | ||||||||||||||||
Percentage of initial public offering | 22.58% | 22.58% | ||||||||||||||||
Number of shares issued, value | $ 268,617 | $ 268,617 | ||||||||||||||||
Offering cost | 2.87% | 2.87% | ||||||||||||||||
Stock issuance, cost | $ 9,351,106 | |||||||||||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||||||||
Common stock value issued | $ 25,100 | $ 25,100 | ||||||||||||||||
Number of shares issued | shares | 5,733,084 | 5,733,084 | ||||||||||||||||
Common Class B [Member] | EF Hutton [Member] | ||||||||||||||||||
Number of shares issued | shares | 69,999 | 69,999 | 69,999 | |||||||||||||||
Common Class B [Member] | Jones Trading [Member] | ||||||||||||||||||
Number of shares issued | shares | 30,000 | 30,000 | 30,000 | |||||||||||||||
Common Class A [Member] | ||||||||||||||||||
Common stock, shares, issued | shares | 0 | 0 | 0 | |||||||||||||||
Common stock value issued | ||||||||||||||||||
Sale of stock price per share | $ / shares | $ 12 | $ 12 | $ 11.36 | $ 10.94 | $ 10.49 | |||||||||||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||||||||||||
Sale of stock price per share | $ / shares | $ 11.36 | |||||||||||||||||
Common Class A [Member] | IPO [Member] | ||||||||||||||||||
Number of shares issued | shares | 19,999,880 | |||||||||||||||||
Sale of stock price per share | $ / shares | $ 10 | $ 10 | ||||||||||||||||
Proceeds from offering | $ 199,998,800 | |||||||||||||||||
Stock issuance, cost | $ 9,351,106 | |||||||||||||||||
Common Class A [Member] | Affiliate Sponsor [Member] | ||||||||||||||||||
Ordinary shares trading days | Integer | 20 | 20 | ||||||||||||||||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
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 ($) | 3 Months Ended | 12 Months Ended | |||
Nov. 23, 2021 | Nov. 23, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class A ordinary shares subject to possible redemption, shares | 4,747,021 | 7,408,425 | 19,999,880 | ||
Warrant exercise price per share | $ 11.50 | $ 11.50 | $ 0.01 | $ 0.01 | |
Shares issued price per share | $ 18 | $ 18 | |||
Sale of stock description | In addition, if (x) the Company issues additional Class A ordinary share or equity-linked securities in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price | In addition, if (x) the Company issues additional Class A ordinary share or equity-linked securities in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | |||
Preferred shares, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Warrants and Rights Outstanding, Term | 5 years | ||||
Private Placement Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant exercise price per share | $ 1 | $ 1 | |||
Warrants issues | 1,500,000 | 1,500,000 | |||
Warrants outstanding | $ 9,999,940 | $ 7,796,842 | $ 7,796,842 | ||
Public Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding | $ 9,999,940 | $ 9,999,940 | |||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued | 0 | 0 | 0 | ||
Ordinary shares, shares outstanding | 0 | 0 | 0 | ||
Class A ordinary shares subject to possible redemption, shares | 4,747,021 | 7,408,425 | 19,999,880 | ||
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 | |||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued | 5,833,083 | 5,833,083 | 5,833,083 | ||
Ordinary shares, shares outstanding | 5,833,083 | 5,833,083 | 5,833,083 | ||
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 | Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. | ||
Stock Issued During Period, Shares, New Issues | 99,999 | 99,999 | |||
Percentage of initial public offering | 22.58% | 22.58% | |||
Initial shareholders own outstanding percentage | 55.10% | ||||
Common Class B [Member] | Representative [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 99,999 | 99,999 | |||
Common Class B [Member] | EF Hutton [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 69,999 | 69,999 | 69,999 | ||
Common Class B [Member] | Jones Trading [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 30,000 | 30,000 | 30,000 | ||
Common Class B [Member] | Sponsor [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 5,733,084 | 5,733,084 |
INITIAL BUSINESS COMBINATION (D
INITIAL BUSINESS COMBINATION (Details Narrative) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Seamless Group Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Share price | $ 10 | $ 10 |
SCHEDULE OF PRINCIPAL SUBSIDIAR
SCHEDULE OF PRINCIPAL SUBSIDIARIES (Details) - Seamless Group Inc. [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Dynamic Investment Holdings Limited [Member] | ||
Place of incorporation | Cayman Islands | Cayman Islands |
Principal activities | Investment holding | Investment holding |
Dynamic Investment Holdings Limited [Member] | Directly [Member] | ||
Percentage of ownership | 100% | 100% |
Dynamic Asia Group Inc [Member] | ||
Place of incorporation | British Virgin Islands | British Virgin Islands |
Principal activities | Investment holding | Investment holding |
Dynamic Asia Group Inc [Member] | Indirectly [Member] | ||
Percentage of ownership | 100% | 100% |
TNG Asia Limited [Member] | ||
Place of incorporation | Hong Kong | Hong Kong |
Principal activities | Provision of mobile electronic wallet | Provision of mobile electronic wallet |
TNG Asia Limited [Member] | Directly [Member] | ||
Percentage of ownership | 100% | 100% |
Tranglo Sdn Bhd [Member] | ||
Place of incorporation | Malaysia | Malaysia |
Principal activities | Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services | Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services |
Tranglo Sdn Bhd [Member] | Indirectly [Member] | ||
Percentage of ownership | 60% | 60% |
Future Network Technology Investment Co Ltd [Member] | ||
Place of incorporation | Taiwan | Taiwan |
Principal activities | Investment holding | Investment holding |
Future Network Technology Investment Co Ltd [Member] | Indirectly [Member] | ||
Percentage of ownership | 100% | 100% |
GEA Holdings Limited [Member] | ||
Place of incorporation | Cayman Islands | Cayman Islands |
Principal activities | Investment holding | Investment holding |
GEA Holdings Limited [Member] | Indirectly [Member] | ||
Percentage of ownership | 100% | 100% |
GEA Limited [Member] | ||
Place of incorporation | Hong Kong | Hong Kong |
Principal activities | Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants | Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants |
GEA Limited [Member] | Indirectly [Member] | ||
Percentage of ownership | 100% | 100% |
GEA Pte Ltd. [Member] | ||
Place of incorporation | Singapore | Singapore |
Principal activities | Transaction and payment processing services | Transaction and payment processing services |
GEA Pte Ltd. [Member] | Indirectly [Member] | ||
Percentage of ownership | 100% | 100% |
Bagus Fintech Pte Ltd [Member] | ||
Place of incorporation | Singapore | Singapore |
Principal activities | Providing business center services | Providing business center services |
Bagus Fintech Pte Ltd [Member] | Indirectly [Member] | ||
Percentage of ownership | 100% | 100% |
Dynamic (Asia) Holdings Limited [Member] | ||
Place of incorporation | Cayman Islands | Cayman Islands |
Principal activities | Investment holding | Investment holding |
Dynamic (Asia) Holdings Limited [Member] | Indirectly [Member] | ||
Percentage of ownership | 100% | 100% |
Dynamic Fin Tech Group HK Limited [Member] | ||
Place of incorporation | Hong Kong | Hong Kong |
Principal activities | Provision of corporate governance consultancy, management and advisory services | Provision of corporate governance consultancy, management and advisory services |
Dynamic Fin Tech Group HK Limited [Member] | Indirectly [Member] | ||
Percentage of ownership | 100% | 100% |
Tranglo Holdings Limited [Member] | ||
Place of incorporation | Cayman Islands | Cayman Islands |
Principal activities | Investment holding | Investment holding |
Tranglo Holdings Limited [Member] | Indirectly [Member] | ||
Percentage of ownership | 100% | 100% |
The WSF Group Holdings Limited [Member] | ||
Place of incorporation | British Virgin Islands | British Virgin Islands |
Principal activities | Investment holding | Investment holding |
The WSF Group Holdings Limited [Member] | Indirectly [Member] | ||
Percentage of ownership | 100% | 100% |
The Wall Street Factory Limited [Member] | ||
Place of incorporation | Hong Kong | Hong Kong |
Principal activities | Providing business center services | Providing business center services |
The Wall Street Factory Limited [Member] | Indirectly [Member] | ||
Percentage of ownership | 100% | 100% |
Bagus Financial Services Limited [Member] | ||
Place of incorporation | Hong Kong | Hong Kong |
Principal activities | Provision of IR services and PR function events | Provision of IR services and PR function events |
Bagus Financial Services Limited [Member] | Indirectly [Member] | ||
Percentage of ownership | 100% | 100% |
PT Tranglo Indonesia [Member] | ||
Place of incorporation | Indonesia | Indonesia |
Principal activities | Operating money remittance business | Operating money remittance business |
PT Tranglo Indonesia [Member] | Indirectly [Member] | ||
Percentage of ownership | 60% | 60% |
PT Tranglo Solusindo [Member] | ||
Place of incorporation | Indonesia | Indonesia |
Principal activities | Providing and sourcing airtime and other related services | Providing and sourcing airtime and other related services |
PT Tranglo Solusindo [Member] | Indirectly [Member] | ||
Percentage of ownership | 60% | 60% |
Tranglo MEA Limited [Member] | ||
Place of incorporation | Hong Kong | Hong Kong |
Principal activities | Providing and sourcing airtime and other related services | Providing and sourcing airtime and other related services |
Tranglo MEA Limited [Member] | Indirectly [Member] | ||
Percentage of ownership | 60% | 60% |
Tranglo Europe Limited [Member] | ||
Place of incorporation | United Kingdom | United Kingdom |
Principal activities | Operating money remittance business | Operating money remittance business |
Tranglo Europe Limited [Member] | Indirectly [Member] | ||
Percentage of ownership | 60% | 60% |
Tranglo Pte Ltd [Member] | ||
Place of incorporation | Singapore | Singapore |
Principal activities | Operating money remittance business | Operating money remittance business |
Tranglo Pte Ltd [Member] | Indirectly [Member] | ||
Percentage of ownership | 60% | 60% |
Tik FX Malaysia Sdn. Bhd. [Member] | ||
Place of incorporation | Malaysia | Malaysia |
Principal activities | Dormant | Dormant |
Tik FX Malaysia Sdn. Bhd. [Member] | Indirectly [Member] | ||
Percentage of ownership | 60% | 60% |
Treatsup Sdn. Bhd. [Member] | ||
Place of incorporation | Malaysia | Malaysia |
Principal activities | Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application | Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application |
Treatsup Sdn. Bhd. [Member] | Indirectly [Member] | ||
Percentage of ownership | 60% | 60% |
Dynamic Indonesia Holdings Limited [Member] | ||
Place of incorporation | Cayman Islands | Cayman Islands |
Principal activities | Investment holding | Investment holding |
Dynamic Indonesia Holdings Limited [Member] | Indirectly [Member] | ||
Percentage of ownership | 59.20% | 59.20% |
Dynamic Indonesia Pte Ltd [Member] | ||
Place of incorporation | Singapore | Singapore |
Principal activities | Retail sales via the internet and development of other software and programming activities | Retail sales via the internet and development of other software and programming activities |
Dynamic Indonesia Pte Ltd [Member] | Indirectly [Member] | ||
Percentage of ownership | 49.80% | 49.80% |
PTTNG Wallet Indonesia [Member] | ||
Place of incorporation | Indonesia | Indonesia |
Principal activities | Business operations have not commenced | Business operations have not commenced |
PTTNG Wallet Indonesia [Member] | Indirectly [Member] | ||
Percentage of ownership | 49.90% | 49.90% |
P T WalletKu Indompet Indonesia [Member] | ||
Place of incorporation | Indonesia | Indonesia |
Principal activities | (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher | (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher |
P T WalletKu Indompet Indonesia [Member] | Indirectly [Member] | ||
Percentage of ownership | 49.90% | 49.90% |
SCHEDULE OF DEPRECIATION OF EQU
SCHEDULE OF DEPRECIATION OF EQUIPMENT AND SOFTWARE STRAIGHT LINE METHOD (Details) - Seamless Group Inc. [Member] | Dec. 31, 2023 |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 10% |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 10% |
Renovation [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 10% |
Sign Board [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 10% |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 33% |
Electrical Installation [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 10% |
Mobile Phone [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 33% |
Motor Vehicle [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 20% |
Air Conditioners [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 10% |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation of equipment and software | 20% |
SCHEDULE OF FAIR ASSUMPTIONS OF
SCHEDULE OF FAIR ASSUMPTIONS OF AWARDS GRANTED (Details) - Seamless Group Inc. [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Expected Volatility, Minimum | 39.84% |
Expected Volatility, Maximum | 43.74% |
Expected Dividend Yield | 0% |
Exercise Price | |
Stock price at grant date | 6.55 |
Weighted Average Fair Value | $ 5.73 |
Minimum [Member] | |
Expected Time to Liquidity | 11 months 1 day |
Maximum [Member] | |
Expected Time to Liquidity | 2 years 11 months 1 day |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | |||||||||
Feb. 16, 2024 | Aug. 18, 2023 | Feb. 13, 2023 | Mar. 31, 2024 | Apr. 18, 2024 | Mar. 06, 2024 | Feb. 29, 2024 | Dec. 31, 2023 | Nov. 17, 2023 | Aug. 23, 2023 | |
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 500,000 | |||||||||
Deposits | $ 1,740,000 | |||||||||
Trust Account [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Deposits | $ 160,000 | $ 800,000 | $ 640,000 | $ 160,000 | ||||||
Share Price | $ 0.04 | $ 0.04 | ||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 500,000 | |||||||||
Subsequent Event [Member] | Trust Account [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Deposits | $ 80,000 | |||||||||
Common Class A [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Redeem shares issued | 2,661,404 | 2,176,003 | 10,415,452 | |||||||
Redeem per shares price | $ 11.36 | $ 10.94 | $ 10.49 | $ 12 | $ 12 | |||||
Redeem shares issued, amount | $ 30,260,000 | $ 23,800,000 | $ 109,310,000 | $ 54,506,397 | ||||||
Redeem shares issued, trust amount | $ 53,970,000 | $ 81,100,000 | $ 100,590,000 | |||||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Redeem shares issued | 2,661,404 | |||||||||
Redeem per shares price | $ 11.36 | |||||||||
Redeem shares issued, amount | $ 30,260,000 | |||||||||
Redeem shares issued, trust amount | $ 53,970,000 |
SCHEDULE OF EFFECT OF RESTATEME
SCHEDULE OF EFFECT OF RESTATEMENT (Details) - Seamless Group Inc. [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Prepayments, receivables and other assets | $ 37,563,550 |
Accounts payable, accruals and other payables | 58,946,385 |
Prepayments, receivables and other assets | (5,796,690) |
Accounts payable, accruals and other payables | (12,249,700) |
Previously Reported [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Prepayments, receivables and other assets | 31,776,196 |
Accounts payable, accruals and other payables | 53,159,031 |
Prepayments, receivables and other assets | (8,433,545) |
Accounts payable, accruals and other payables | (9,612,845) |
Revision of Prior Period, Reclassification, Adjustment [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Prepayments, receivables and other assets | 5,787,354 |
Accounts payable, accruals and other payables | 5,787,354 |
Prepayments, receivables and other assets | 2,636,855 |
Accounts payable, accruals and other payables | $ (2,636,855) |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE NET (Details) - Seamless Group Inc. [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable | $ 2,638,333 | $ 3,184,892 |
Allowance for credit losses | (187,462) | (117,195) |
Accounts receivable, net | $ 2,450,871 | $ 3,067,697 |
SCHEDULE OF ALLOWANCE FOR DOUBT
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - Seamless Group Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Balance at the beginning of year | $ 117,195 | |
Additional for the year | 70,267 | |
Acquisition of a subsidiary | 117,195 | |
Balance at the end of year | $ 187,462 | $ 117,195 |
SCHEDULE OF PREPAYMENTS AND OTH
SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS (Details) - Seamless Group Inc. [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Contract asset | $ 6,888,954 | $ 4,657,799 | |
Safeguarding assets | $ 2,378,432 | 1,983,116 | 5,787,354 |
Other receivables | 100,144 | 54,425 | |
Prefunding to remittances partner | 21,082,897 | 21,896,243 | |
Deposits | 1,402,729 | 1,438,316 | |
Goods and services tax/ Value-added tax recoverable | 26,493 | 13,842 | |
Prepayments | 553,258 | 503,123 | |
Airtime stock | 607,308 | 715,755 | |
Inventory | 125,603 | 162,227 | |
Current tax recoverable | 360,358 | 1,094,332 | |
Others | 1,094,379 | 1,240,134 | |
Total | $ 34,225,239 | $ 37,563,550 |
SCHEDULE OF CONTRACT ASSETS (De
SCHEDULE OF CONTRACT ASSETS (Details) - Seamless Group Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
As at January 1 | $ 4,657,799 | $ 4,189,989 |
Rights of consideration for service rendered but not billed | 2,231,155 | 467,810 |
As at December 31 | $ 6,888,954 | $ 4,657,799 |
SCHEDULE OF INVESTMENT IN AN EQ
SCHEDULE OF INVESTMENT IN AN EQUITY SECURITY (Details) - Seamless Group Inc. [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Investments [Line Items] | ||||
Investment in an equity security | $ 100,000 | $ 100,000 | $ 100,000 | [1] |
K Hub [Member] | ||||
Schedule of Investments [Line Items] | ||||
Investment in an equity security | $ 100,000 | $ 100,000 | ||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
SCHEDULE OF INVESTMENT IN AN _2
SCHEDULE OF INVESTMENT IN AN EQUITY SECURITY (Details) (Parenthetical) | Dec. 31, 2023 | Dec. 31, 2022 |
K Hub [Member] | Seamless Group Inc. [Member] | ||
Equity method investment, ownership percentage | 0.54% | 0.54% |
SCHEDULE OF EQUIPMENT AND SOFTW
SCHEDULE OF EQUIPMENT AND SOFTWARE NET (Details) - Seamless Group Inc. [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Equipment and software, gross | $ 5,917,894 | $ 5,704,701 | ||
Less: accumulated depreciation | (4,901,404) | (4,383,080) | ||
Equipment, net | $ 890,157 | 1,016,490 | 1,321,621 | [1] |
Office Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Equipment and software, gross | 489,396 | 433,479 | ||
Furniture and Fittings [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Equipment and software, gross | 303,331 | 298,076 | ||
Renovation [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Equipment and software, gross | 1,741,702 | 1,739,807 | ||
Sign Board [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Equipment and software, gross | 2,195 | 2,195 | ||
Computer Peripherals [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Equipment and software, gross | 3,301,853 | 3,074,341 | ||
Electrical Installation [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Equipment and software, gross | 46,492 | 45,502 | ||
Mobile Phone [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Equipment and software, gross | 10,022 | 9,013 | ||
Motor Vehicle [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Equipment and software, gross | 14,536 | 97,479 | ||
Air Conditioners [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Equipment and software, gross | $ 8,367 | $ 4,809 | ||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
EQUIPMENT AND SOFTWARE, NET (De
EQUIPMENT AND SOFTWARE, NET (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Seamless Group Inc. [Member] | |||||
Depreciation | $ 142,518 | $ 197,905 | $ 607,138 | $ 701,262 | [1] |
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
SCHEDULE OF INTANGIBLE ASSETS N
SCHEDULE OF INTANGIBLE ASSETS NET (Details) - Seamless Group Inc. [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 35,675,049 | $ 33,443,733 |
Less: accumulated amortization | (26,483,336) | (23,593,955) |
Intangible assets, net | 9,191,713 | 9,849,778 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 22,778,055 | 20,546,739 |
Developed Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 5,853,354 | 5,853,354 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 7,043,640 | $ 7,043,640 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSES (Details) - Seamless Group Inc. [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
2024 | $ 2,948,062 | |
2025 | 2,779,867 | |
2026 | 2,343,051 | |
2027 | 815,240 | |
2028 | 305,493 | |
Thereafter | ||
Intangible assets, net | $ 9,191,713 | $ 9,849,778 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - Seamless Group Inc. [Member] - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |||
Balance | $ 19,229,528 | ||||
Goodwill from acquisition | 7,771,855 | ||||
Balance | [1] | 27,001,383 | |||
Goodwill | $ 27,001,383 | [1] | $ 27,001,383 | $ 27,001,383 | |
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - Seamless Group Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Amortization | $ 1,587,906 | $ 1,984,831 |
Cost of revenue and general and administrative expenses | $ 1,612,937 | $ 1,540,557 |
SCHEDULE OF RIGHT OF USE ASSETS
SCHEDULE OF RIGHT OF USE ASSETS AND LEASE LIABILITIES (Details) - Seamless Group Inc. [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease | $ 98,277 | $ 154,234 | $ 342,432 | [1] |
Total right-of-use assets | 154,234 | 342,432 | ||
Operating lease | $ 104,988 | 152,325 | 174,061 | [1] |
Total current operating lease liabilities | 152,325 | 174,061 | ||
Total non- current operating liabilities | 158,895 | |||
Current Portion of Lease Liabilities [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease | 152,325 | 174,061 | ||
Operating lease | 158,895 | |||
Right of Use Assets [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease | $ 154,234 | $ 342,432 | ||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
SCHEDULE OF LEASE COSTS (Detail
SCHEDULE OF LEASE COSTS (Details) - Seamless Group Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating lease costs | $ 1,123,046 | $ 1,168,188 |
Short-term lease costs | 141,889 | 80,217 |
Finance lease costs: | ||
Depreciation | 2,938 | |
Interest on finance lease liabilities | 406 | |
Total lease costs | $ 1,264,935 | $ 1,251,749 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - Seamless Group Inc. [Member] | Dec. 31, 2023 |
Operating lease, weighted average remaining lease term | 10 months 15 days |
Operating lease, weighted average discount rate, percent | 8.60% |
SCHEDULE OF CASHFLOWS RELATED T
SCHEDULE OF CASHFLOWS RELATED TO LEASES (Details) - Seamless Group Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Payments for operating lease liabilities | $ 199,447 | $ 172,711 |
Cash flows from financing activities: | ||
Principal payments on finance lease obligation | 61,048 | |
Supplemental Cash Flow Data: | ||
Right-of-use assets obtained in exchange for new operating lease obligations | $ 7,350 | $ 376,428 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON CANCELABLE OPERATING LEASES (Details) - Seamless Group Inc. [Member] | Dec. 31, 2023 USD ($) |
2024 | $ 157,991 |
2025 | |
Lease liabilities (Gross) | 157,991 |
Less: imputed interest | (5,666) |
Total lease liabilities | $ 152,325 |
SCHEDULE OF BORROWINGS (Details
SCHEDULE OF BORROWINGS (Details) - Seamless Group Inc. [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |||
Short-term borrowings | $ 8,744,474 | [1] | $ 8,772,710 | [1],[2] | $ 8,978,390 | [2] |
Long-term borrowings | 12,068,807 | [3] | 11,538,357 | [3],[4] | 12,305,279 | [4] |
Less: current maturities | (9,207,392) | (9,031,383) | (4,426,000) | |||
Non-current maturities | $ 2,861,415 | $ 2,506,974 | $ 7,879,279 | |||
[1]As of March 31, 2024 and December 31, 2023, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from 15.0 24.0 15.0 24.0 22.6 22.6 15.0 24.0 15.0 24.0 22.6 22.4 12.0 27.6 12.0 24.0 14.1 13.1 12.0 24.0 2.5 24.0 13.1 15.5 |
SCHEDULE OF BORROWINGS (Detai_2
SCHEDULE OF BORROWINGS (Details) (Parenthetical) $ in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 HKD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 | |
Debt Instrument, Interest Rate, Stated Percentage | 50% | 50% | |||
Seamless Group Inc. [Member] | Ripple Labs Inc [Member] | |||||
Line of credit | $ 5,000 | $ 5,000 | |||
Line of credit, interest rate | 12% | 12% | |||
Chief Executive Officer [Member] | Seamless Group Inc. [Member] | |||||
Loans | $ 600 | $ 4.7 | $ 600 | $ 4.7 | |
Mr Takis Wong [Member] | Seamless Group Inc. [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | 12% | |||
Loans | $ 2,050 | $ 2,050 | |||
Alexander Kong [Member] | Seamless Group Inc. [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | 12% | |||
Alexander Kong [Member] | Seamless Group Inc. [Member] | Loan One [Member] | |||||
Loans | $ 1,600 | 12.3 | $ 300 | 2.5 | |
Alexander Kong [Member] | Seamless Group Inc. [Member] | Loan Two [Member] | |||||
Loans | $ 1,300 | 9.8 | |||
Ronnie Hui [Member] | Seamless Group Inc. [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | 12% | |||
Loans | $ 500 | $ 3.6 | $ 600 | $ 3.6 | |
Short-Term Debt [Member] | Seamless Group Inc. [Member] | |||||
Debt weighted average interest | 14.10% | 13.10% | 15.50% | ||
Short-Term Debt [Member] | Third Party [Member] | Seamless Group Inc. [Member] | |||||
Debt weighted average interest | 22.60% | 22.60% | 22.40% | ||
Short-Term Debt [Member] | Minimum [Member] | Third Party [Member] | Seamless Group Inc. [Member] | |||||
Debt weighted average interest | 15% | 15% | 15% | ||
Short-Term Debt [Member] | Maximum [Member] | Third Party [Member] | Seamless Group Inc. [Member] | |||||
Debt weighted average interest | 24% | 24% | 24% | ||
Long-Term Debt [Member] | Minimum [Member] | Seamless Group Inc. [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | 12% | 2.50% | ||
Long-Term Debt [Member] | Maximum [Member] | Seamless Group Inc. [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 27.60% | 24% | 24% |
SCHEDULE OF LONG TERM BORROWING
SCHEDULE OF LONG TERM BORROWINGS (Details) - Seamless Group Inc. [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | [2] | ||
Within one year | $ 9,207,392 | |||||
Within two years | 570,657 | $ 9,031,383 | ||||
Within three years | 2,290,758 | 466,188 | ||||
Within four years | ||||||
Within five years | 2,040,786 | |||||
Total | $ 12,068,807 | [1] | $ 11,538,357 | [1],[2] | $ 12,305,279 | |
[1]As of March 31, 2024 and December 31, 2023, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0 27.6 12.0 24.0 14.1 13.1 12.0 24.0 2.5 24.0 13.1 15.5 |
BORROWINGS (Details Narrative)
BORROWINGS (Details Narrative) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 HKD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 USD ($) | |
Interest rate | 50% | 50% | ||||
Seamless Group Inc. [Member] | Borrowings [Member] | ||||||
Interest expense | $ 1,311,363 | $ 1,382,023 | $ 4,655,070 | $ 4,591,803 | ||
Alexander Kong [Member] | Seamless Group Inc. [Member] | ||||||
Loans | $ 9,300,000 | $ 8,700,000 | $ 9,300,000 | |||
Interest rate | 12% | 12% | ||||
Alexander Kong [Member] | Seamless Group Inc. [Member] | Loan One [Member] | ||||||
Loans assumed | $ 1,600,000 | $ 12.3 | $ 300,000 | $ 2.5 | ||
Chief Executive Officer [Member] | Seamless Group Inc. [Member] | ||||||
Loans assumed | 600,000 | 4.7 | 600,000 | 4.7 | ||
Mr Takis Wong [Member] | Seamless Group Inc. [Member] | ||||||
Loans assumed | $ 2,050,000 | $ 2,050,000 | ||||
Interest rate | 12% | 12% | ||||
Ronnie Hui [Member] | Seamless Group Inc. [Member] | ||||||
Loans assumed | $ 500,000 | $ 3.6 | $ 600,000 | $ 3.6 | ||
Interest rate | 12% | 12% |
RECEIVABLE FACTORING (Details N
RECEIVABLE FACTORING (Details Narrative) - Facility Agreement [Member] - Seamless Group Inc. [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Interest bearing loans | $ 386,644 | $ 423,483 | $ 677,640 | |
Effective interest rate | 9.90% | 10% | 10% | |
Weighted average interest rate | 9.90% | 10% | 10% | |
Interest expense | $ 16,185 | $ 18,653 | $ 62,441 | $ 76,496 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND OTHER PAYABLES (Details) - Seamless Group Inc. [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts payable | $ 10,541 | $ 17,871 | |
Safeguarding liabilities | $ 2,378,432 | 1,983,116 | 5,787,354 |
Accruals | 5,424,194 | 4,878,896 | |
Prefunding from remittance customers | 35,584,882 | 40,910,632 | |
Incentives received for credit card program | 699,655 | 700,521 | |
Prefunding from airtime customers | 758,419 | 874,889 | |
Current portion of finance lease liabilities | |||
Cash received for the subscription of Convertible Promissory Note | 1,056,765 | 1,058,005 | |
Accrued interest | 7,614,719 | 3,990,177 | |
Tax payable | 29,808 | 11,102 | |
Other payables | 826,132 | 716,938 | |
Accounts payable, accruals and other payables | $ 53,988,231 | $ 58,946,385 |
SCHEDULE OF CONVERTIBLE BONDS (
SCHEDULE OF CONVERTIBLE BONDS (Details) - Seamless Group Inc. [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 14, 2021 |
Short-Term Debt [Line Items] | |||
Total principal | $ 10,000,000 | $ 10,000,000 | |
Less: unamortized debt discount | (807,860) | ||
Net carrying amount | 10,000,000 | 9,192,140 | |
Less: maturing within one year | (10,000,000) | 9,192,140 | |
Convertible bonds | |||
Convertible Bond A [Member] | |||
Short-Term Debt [Line Items] | |||
Total principal | |||
Less: unamortized debt discount | (2,134,031) | ||
Convertible Bond B [Member] | |||
Short-Term Debt [Line Items] | |||
Total principal | $ 18,000,000 | ||
Less: unamortized debt discount | (6,634,030) | ||
Convertible Bond C [Member] | |||
Short-Term Debt [Line Items] | |||
Total principal | |||
Less: unamortized debt discount | (49,353) | ||
Convertible Bond D [Member] | |||
Short-Term Debt [Line Items] | |||
Total principal | 10,000,000 | ||
Convertible Bond E [Member] | |||
Short-Term Debt [Line Items] | |||
Total principal | $ 10,000,000 |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - USD ($) | 12 Months Ended | |||||
Sep. 14, 2023 | Sep. 13, 2023 | May 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | ||||||
Conversion to non-convertible loan | $ (1) | $ (1) | ||||
Seamless Group Inc. [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total principal balance as of December 31, 2022 and January 1, 2023 | $ 10,000,000 | |||||
Repayment during the year | $ (3,500,000) | [1] | ||||
Conversion to non-convertible loan | ||||||
Convertible Bond replacement | ||||||
Total principal balance as of December 31, 2023 | 10,000,000 | 10,000,000 | ||||
Seamless Group Inc. [Member] | Convertible Bond D [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total principal balance as of December 31, 2022 and January 1, 2023 | 10,000,000 | |||||
Repayment during the year | ||||||
Conversion to non-convertible loan | ||||||
Convertible Bond replacement | (10,000,000) | |||||
Total principal balance as of December 31, 2023 | 10,000,000 | |||||
Seamless Group Inc. [Member] | Convertible Bond E [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total principal balance as of December 31, 2022 and January 1, 2023 | ||||||
Repayment during the year | ||||||
Conversion to non-convertible loan | $ (10,000,000) | |||||
Convertible Bond replacement | 10,000,000 | |||||
Total principal balance as of December 31, 2023 | $ 10,000,000 | |||||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
CONVERTIBLE BONDS (Details Narr
CONVERTIBLE BONDS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 14, 2023 | Sep. 13, 2023 | May 01, 2023 | Dec. 09, 2022 | Feb. 28, 2022 | Feb. 08, 2022 | Jan. 31, 2022 | Sep. 14, 2021 | Sep. 13, 2021 | Sep. 14, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 06, 2024 | ||
Short-Term Debt [Line Items] | |||||||||||||||||
Pricipal amount of debt | $ 500,000 | ||||||||||||||||
Interest rate | 50% | 50% | |||||||||||||||
Principal amount | $ 1 | $ 1 | |||||||||||||||
Seamless Group Inc. [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Pricipal amount of debt | $ 7,500,000 | ||||||||||||||||
Interest Payable | $ 7,614,719 | $ 3,990,177 | |||||||||||||||
Convertible Debt | 10,000,000 | 10,000,000 | |||||||||||||||
Principal amount | |||||||||||||||||
Debt Instrument, Unamortized Discount | 807,860 | ||||||||||||||||
Amortization of the discount on convertible bonds | $ 282,588 | 807,860 | 3,438,950 | [1] | |||||||||||||
Convertible Bond A [Member] | Seamless Group Inc. [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Pricipal amount of debt | $ 10,000,000 | $ 22,500,000 | $ 30,000,000 | ||||||||||||||
Interest rate | 15% | 12% | |||||||||||||||
Debt instrument maturity date | Sep. 14, 2021 | ||||||||||||||||
Convertible conversion price per share | $ 12,870.50 | ||||||||||||||||
Convertible Debt | |||||||||||||||||
Debt Instrument, Redemption, Description | By a redemption notice dated December 6, 2021, the bond holder applied to exercise the redemption right, on December 24, 2021. The Company then agreed to amend and supplement Convertible Bond B by entering into the supplemental deed signed on December 20, 2021. The supplemental deed stipulates that the US$18,000,000 redemption right will be exercisable in three stages | ||||||||||||||||
Loss on extinguishment of debt | 119,155 | ||||||||||||||||
Debt Instrument, Unamortized Discount | 2,134,031 | ||||||||||||||||
Amended and Restated Convertible Bond A [Member] | Seamless Group Inc. [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Pricipal amount of debt | $ 27,000,000 | ||||||||||||||||
Interest rate | 15% | ||||||||||||||||
Debt instrument maturity date | Sep. 14, 2023 | ||||||||||||||||
Interest Payable | $ 4,500,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 24% | ||||||||||||||||
Convertible Bond B [Member] | Seamless Group Inc. [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Convertible Debt | $ 18,000,000 | ||||||||||||||||
Debt Instrument, Unamortized Discount | 6,634,030 | ||||||||||||||||
Convertible Bond B [Member] | Seamless Group Inc. [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt redemption amount | 7,000,000 | ||||||||||||||||
Convertible Bond B [Member] | Seamless Group Inc. [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt redemption amount | $ 5,000,000 | ||||||||||||||||
Convertible Band C [Member] | Seamless Group Inc. [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Convertible conversion price per share | $ 6.21335 | ||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 24% | ||||||||||||||||
Debt instrument redeemed bond | $ 7,000,000 | ||||||||||||||||
Debt instrument addition bond | $ 1,000,000 | $ 1,500,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||
Principal amount | $ 7,500,000 | ||||||||||||||||
Convertible Bond D [Member] | Seamless Group Inc. [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Principal amount | $ 10,000,000 | ||||||||||||||||
Convertible Bond E [Member] | Seamless Group Inc. [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Convertible Debt | 10,000,000 | ||||||||||||||||
Principal amount | $ 10,000,000 | ||||||||||||||||
Convertible Bond C [Member] | Seamless Group Inc. [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Convertible Debt | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 49,353 | ||||||||||||||||
Convertible Bond [Member] | Seamless Group Inc. [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Amortization of the discount on convertible bonds | $ 3,438,951 | $ 2,814,474 | |||||||||||||||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
SCHEDULE OF REVENUE (Details)
SCHEDULE OF REVENUE (Details) - Seamless Group Inc. [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 13,104,123 | $ 13,872,595 | $ 53,255,361 | $ 55,500,917 |
Remittance Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | ||||
Fiat Remittance Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,287,487 | 25,812,304 | ||
ODL Remittance [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,407,709 | 901,847 | ||
Sales of Airtime [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 26,398,707 | 28,501,152 | ||
Service, Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 161,458 | $ 285,614 |
DEFINED CONTRIBUTION PLANS (Det
DEFINED CONTRIBUTION PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Seamless Group Inc. [Member] | ||
Defined contribution plan, cost | $ 714,855 | $ 611,884 |
SCHEDULE OF INCOME BEFORE INCOM
SCHEDULE OF INCOME BEFORE INCOME TAX (Details) - Seamless Group Inc. [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loss before income tax | $ (2,561,399) | $ (3,291,942) | $ (13,894,305) | $ (15,611,931) |
MALAYSIA | ||||
Loss before income tax | 2,042,746 | 1,606,867 | ||
INDONESIA | ||||
Loss before income tax | (786,490) | 1,609,362 | ||
HONG KONG | ||||
Loss before income tax | (15,141,598) | (18,818,064) | ||
Others [Member] | ||||
Loss before income tax | $ (8,963) | $ (10,096) |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (Details) - Seamless Group Inc. [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income tax expense | $ 797,147 | $ 507,740 | ||
Deferred income tax benefit | (273,666) | (393,958) | ||
Income tax expense benefit | $ 70,529 | $ 47,865 | $ 523,481 | $ 113,782 |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - Seamless Group Inc. [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income before income tax | $ (13,894,305) | $ (15,611,931) | ||
Tax calculated at Hong Kong profits tax rate | (2,292,560) | (2,576,217) | ||
Effect of different tax rates applicable to different jurisdictions | 1,637,665 | 2,244,573 | ||
Income not subject to tax | (48,307) | (567,161) | ||
Non-deductible expenses | 132,796 | 658,533 | ||
Change in valuation allowance | 846,827 | 245,220 | ||
Underprovision of current tax in the previous financial year | 125,217 | 48,182 | ||
Tax effect on deductible temporary differences | 7,918 | 46,624 | ||
Others | 113,925 | 14,028 | ||
Income tax expense benefit | $ 70,529 | $ 47,865 | $ 523,481 | $ 113,782 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - Seamless Group Inc. [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Tax losses carried forward | $ 8,266,115 | $ 7,526,178 |
Equipment | (65,050) | (90,113) |
Accrued expenses | 296,576 | 354,988 |
Others | 54,560 | 39,290 |
Deferred tax gross | 8,552,201 | 7,830,343 |
Valuation allowance | (7,887,313) | (7,061,726) |
Total deferred tax assets | 664,888 | 768,617 |
Fixed assets | ||
Intangible assets | (1,184,987) | (1,554,721) |
Others | 61,773 | 61,622 |
Total deferred tax liabilities | (1,246,760) | (1,616,343) |
Net deferred tax liabilities | $ (581,872) | $ (847,727) |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - Seamless Group Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
HONG KONG | ||
Corporate tax rate | 16.50% | |
Operating loss carryforwards | $ 46,778,609 | $ 41,238,871 |
MALAYSIA | ||
Corporate tax rate | 24% | |
INDONESIA | ||
Corporate tax rate | 22% | |
Operating loss carryforwards | $ 8,439 | 444,983 |
SINGAPORE | ||
Corporate tax rate | 17% | |
Operating loss carryforwards | $ 94,611 | 385,862 |
UNITED KINGDOM | ||
Corporate tax rate | 19% | |
Operating loss carryforwards | $ 2,349,921 | 2,605,545 |
UNITED STATES | ||
Operating loss carryforwards | $ 517,015 | $ 566,925 |
SCHEDULE OF SEGMENT REPORTING F
SCHEDULE OF SEGMENT REPORTING FOR REVENUE (Details) - Seamless Group Inc. [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 13,104,123 | $ 13,872,595 | $ 53,255,361 | $ 55,500,917 |
Cost of sales | (8,696,562) | (9,322,019) | (35,899,057) | (39,880,947) |
Gross Profit | 4,407,561 | 4,550,576 | 17,356,304 | 15,619,970 |
Remittance Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 26,695,196 | 26,714,151 | ||
Cost of sales | (2,882,759) | (3,098,713) | (11,375,525) | (13,268,205) |
Gross Profit | 3,864,140 | 3,878,031 | 15,319,671 | 13,445,946 |
Sales of Airtime [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6,314,878 | 6,857,305 | 26,398,707 | 28,501,152 |
Cost of sales | (5,732,411) | (6,150,996) | (24,206,112) | (26,370,613) |
Gross Profit | 582,467 | 706,309 | 2,192,595 | 2,130,539 |
Other Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 42,346 | 38,546 | 161,458 | 285,614 |
Cost of sales | (81,392) | (72,310) | (317,419) | (242,129) |
Gross Profit | (39,046) | (33,764) | $ (155,962) | $ 43,485 |
Fiat Remittance Service [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6,467,068 | 6,264,944 | ||
ODL Remittance [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 279,831 | $ 711,800 |
SCHEDULE FOR ADDITIONS TO LONG-
SCHEDULE FOR ADDITIONS TO LONG-LIVED ASSETS OTHER THAN GOODWILL AND ACQUIRED INTANGIBLE ASSETS (Details) - Seamless Group Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets | $ 302,950 | $ 532,457 |
Remittance Services Expense [Member] | ||
Segment Reporting Information [Line Items] | ||
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets | 302,950 | 532,457 |
Sales of Airtime [Member] | ||
Segment Reporting Information [Line Items] | ||
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets | ||
Other Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets |
SCHEDULE OF GEOGRAPHICAL INFORM
SCHEDULE OF GEOGRAPHICAL INFORMATION (Details) - Seamless Group Inc. [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 13,104,123 | $ 13,872,595 | $ 53,255,361 | $ 55,500,917 |
HONG KONG | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 9,726,364 | 8,647,764 | ||
MALAYSIA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 29,317,906 | 36,742,314 | ||
INDONESIA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 14,211,091 | $ 10,110,839 |
SCHEDULE OF LONG LIVED ASSETS G
SCHEDULE OF LONG LIVED ASSETS GEOGRAPHICAL INFORMATION (Details) - Seamless Group Inc. [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-Lived Assets | $ 5,435,763 | $ 5,046,600 | |||
Investment in an equity security | $ 100,000 | 100,000 | 100,000 | [1] | |
Deferred tax assets | 972,984 | 768,617 | |||
Goodwill | $ 27,001,383 | 27,001,383 | 27,001,383 | [1] | $ 19,229,528 |
Acquired intangible assets | 4,926,674 | 6,467,231 | |||
Long-lived assets other than goodwill and acquired intangible assets | 33,001,041 | 39,383,831 | |||
HONG KONG | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-Lived Assets | 4,368,106 | 3,647,913 | |||
MALAYSIA | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-Lived Assets | 1,005,601 | 1,276,989 | |||
INDONESIA | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-Lived Assets | $ 62,056 | $ 121,698 | |||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
SCHEDULE OF GOODWILL REPORTABLE
SCHEDULE OF GOODWILL REPORTABLE SEGMENTS (Details) - Seamless Group Inc. [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Goodwill | $ 27,001,383 | $ 27,001,383 | $ 27,001,383 | [1] | $ 19,229,528 |
Remittance Services Expense [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | 12,921,592 | 12,921,592 | |||
Sales of Airtime [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | $ 14,079,791 | $ 14,079,791 | |||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
DECONSOLIDATION OF DYNAMIC IN_2
DECONSOLIDATION OF DYNAMIC INDONESIA HOLDINGS LIMITED (Details Narrative) - Seamless Group Inc. [Member] - USD ($) | 1 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 13, 2020 | |
Due from related party | $ 24,000,000 | $ 26,000,000 | |||
Dynamic Indonesia Holdings Ltd [Member] | |||||
Deconsolidation, related party, description | In March 2021, the third party has converted that borrowing into 51% of the equity interest in Dynamic Indonesia Holdings Limited. | ||||
Ownership percentage | 51% | ||||
Related Party [Member] | |||||
Due from related party | $ 6,052,844 | $ 7,287,376 | $ 4,483,228 | ||
Dynamic Indonesia Holdings Limited [Member] | Related Party [Member] | |||||
Due from related party | $ 1,000,000 |
SCHEDULE OF PURCHASE PRICE OF A
SCHEDULE OF PURCHASE PRICE OF ACQUISITION (Details) - Seamless Group Inc. [Member] - USD ($) | Jun. 02, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | [1] | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Goodwill (Note 3) | $ 27,001,383 | $ 27,001,383 | $ 27,001,383 | $ 19,229,528 | |||
Dynamic Indonesia Holdings Limited [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Net assets acquired | [2] | $ (1,510,899) | |||||
Goodwill (Note 3) | [3] | 7,771,855 | |||||
Non-controlling interests | [4] | (3,931,441) | |||||
Total | 2,329,515 | ||||||
Cash consideration | 200,000 | ||||||
Fair value of previously held equity interests | 2,129,515 | ||||||
Dynamic Indonesia Holdings Limited [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Net assets acquired | [5] | (1,590,634) | |||||
Goodwill (Note 3) | 7,851,590 | ||||||
Non-controlling interests | (3,931,441) | ||||||
Total | $ 2,329,515 | ||||||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Net assets acquired primarily included accounts receivables and other receivables of approximately US$ 0.6 0.2 0.1 1.6 4.1 |
SCHEDULE OF PURCHASE PRICE OF_2
SCHEDULE OF PURCHASE PRICE OF ACQUISITION (Parenthetical) (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 02, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Property plant and equipment | $ 5,000,001 | $ 5,000,001 | |
Dynamic Indonesia Holdings Limited [Member] | Seamless Group Inc. [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Accounts receivables and other receivables | $ 600,000 | ||
Property plant and equipment | 200,000 | ||
Operating lease right-of-use assets | 100,000 | ||
Other assets | 1,600,000 | ||
Liabilities | $ 4,100,000 |
SCHEDULE OF ACQUISITION OF CONS
SCHEDULE OF ACQUISITION OF CONSOLIDATED STATEMENTS OF OPERATIONS (Details) - Seamless Group Inc. [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Revenue | $ 13,104,123 | $ 13,872,595 | $ 53,255,361 | $ 55,500,917 |
Dynamic Indonesia Holdings Limited [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Revenue | 14,211,091 | 10,110,839 | ||
Loss after tax | $ (836,874) | $ (498,424) |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - Seamless Group Inc. [Member] - Sino Dynamic Solutions Limited [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Purchase of intangible assets | $ 501,140 | $ 2,551,184 | ||
Support and maintenance costs | $ 230,115 | $ 230,516 | $ 919,654 | $ 919,404 |
SCHEDULE OF RELATED PARTY BALAN
SCHEDULE OF RELATED PARTY BALANCES (Details) - Seamless Group Inc. [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Amounts due from related parties | $ 24,000,000 | $ 26,000,000 | |
P T WalletKu Indompet Indonesia [Member] | |||
Amounts due from related parties | |||
Sino Dynamic Solutions Limited [Member] | |||
Amounts due from related parties | 5,722,124 | 7,148,208 | 4,382,762 |
Amounts due to related parties | 2,355,072 | 4,130,912 | 1,245,564 |
Others [Member] | |||
Amounts due from related parties | 330,720 | 139,168 | 100,466 |
Amounts due to related parties | 998,469 | 1,003,924 | 1,006,991 |
Related Party [Member] | |||
Amounts due from related parties | 6,052,844 | 7,287,376 | 4,483,228 |
Amounts due to related parties | 83,168,572 | 86,488,519 | 83,757,317 |
Regal Planet Limited [Member] | |||
Amounts due to related parties | 48,175,061 | 48,654,398 | 49,079,276 |
Mr. Alexander Kong [Member] | |||
Amounts due to related parties | 414,239 | 114,374 | 114,508 |
Ripple Lab Inc. [Member] | |||
Amounts due to related parties | $ 31,225,730 | $ 32,584,911 | $ 32,310,978 |
ACQUISITION OF DYNAMIC INDONE_3
ACQUISITION OF DYNAMIC INDONESIA HOLDINGS LIMITED (Details Narrative) - Dynamic Indonesia Holdings Ltd [Member] - Seamless Group Inc. [Member] - USD ($) | Oct. 05, 2023 | Jun. 05, 2023 | Feb. 03, 2023 | Oct. 03, 2022 | Jun. 02, 2022 | Mar. 31, 2021 |
Ownership percentage | 51% | |||||
Subscription Agreement [Member] | Minimum [Member] | ||||||
Ownership percentage | 49% | |||||
Subscription Agreement [Member] | Maximum [Member] | ||||||
Ownership percentage | 51% | |||||
Subscription Agreement [Member] | Share Based Compensation Award Tranche Five [Member] | ||||||
Number of shares purchased | 1,000 | 5,000 | ||||
Purchase of shares, value | $ 200,000 | |||||
Subscription Agreement [Member] | Share Based Compensation Award Tranche Five [Member] | Minimum [Member] | ||||||
Ownership percentage | 57% | |||||
Subscription Agreement [Member] | Share Based Compensation Award Tranche Five [Member] | Maximum [Member] | ||||||
Ownership percentage | 59% | |||||
Subscription Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||
Number of shares purchased | 1,000 | |||||
Purchase of shares, value | $ 200,000 | |||||
Subscription Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||
Number of shares purchased | 1,000 | |||||
Purchase of shares, value | $ 200,000 | |||||
Subscription Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Minimum [Member] | ||||||
Ownership percentage | 51% | |||||
Subscription Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Maximum [Member] | ||||||
Ownership percentage | 54% | |||||
Subscription Agreement [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||
Number of shares purchased | 1,000 | |||||
Purchase of shares, value | $ 200,000 | |||||
Subscription Agreement [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Minimum [Member] | ||||||
Ownership percentage | 54% | |||||
Subscription Agreement [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Maximum [Member] | ||||||
Ownership percentage | 56% | |||||
Subscription Agreement [Member] | Share Based Compensation Award Tranche Four [Member] | ||||||
Number of shares purchased | 1,000 | |||||
Purchase of shares, value | $ 200,000 | |||||
Subscription Agreement [Member] | Share Based Compensation Award Tranche Four [Member] | Minimum [Member] | ||||||
Ownership percentage | 56% | |||||
Subscription Agreement [Member] | Share Based Compensation Award Tranche Four [Member] | Maximum [Member] | ||||||
Ownership percentage | 57% |
SCHEDULE OF CONDENSED BALANCE S
SCHEDULE OF CONDENSED BALANCE SHEETS OF PARENT COMPANY (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | ||||
Total current assets | $ 9,458 | $ 43,509 | $ 366,020 | |
Total assets | 54,515,855 | 83,566,621 | 209,298,900 | |
Current liabilities: | ||||
Total current liabilities | 4,884,502 | 4,559,556 | 2,854,360 | |
Total liabilities | 10,884,466 | 10,559,520 | 8,854,324 | |
Shareholders’ deficit: | ||||
Additional paid-in capital | ||||
Accumulated deficit | (10,875,591) | (10,516,594) | (8,488,887) | |
Total shareholders’ deficit | (10,875,008) | (10,516,011) | (8,488,304) | |
Total liabilities, mezzanine equity and shareholders’ deficit | 54,515,855 | 83,566,621 | 209,298,900 | |
Seamless Group Inc. [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 46,800,000 | 48,500,000 | ||
Short-term investments | 299,385 | 300,000 | 2,000,000 | [1] |
Prepayments, deposits and other receivables | 34,225,239 | 37,563,550 | ||
Total current assets | 90,825,793 | 103,361,724 | 121,206,663 | [1] |
Total assets | 128,441,444 | 141,490,432 | 160,590,494 | [1] |
Current liabilities: | ||||
Accruals and other payables | 45,893,049 | 53,988,231 | 58,946,385 | [1] |
Amounts due to related parties | 83,168,572 | 86,488,519 | 83,757,317 | [1] |
Convertible bonds | 9,979,499 | 10,000,000 | 9,192,140 | [1] |
Total current liabilities | 162,814,945 | 173,862,148 | 172,652,016 | [1] |
Borrowings | 2,861,415 | 2,506,974 | 7,879,279 | |
Convertible bonds | ||||
Total liabilities | 166,890,536 | 177,675,731 | 182,367,925 | [1] |
Shareholders’ deficit: | ||||
Common shares (US$0.001 par value; 58,030,000 shares authorized, issued and outstanding as of December 31, 2023 and 2022) | 58,030 | 58,030 | 58,030 | [1] |
Additional paid-in capital | 29,172,373 | 29,172,373 | 29,172,373 | [1] |
Accumulated deficit | (95,110,363) | (92,075,379) | (76,768,829) | [1] |
Accumulated other comprehensive loss | 451,759 | 88,366 | 61,298 | [1] |
Total shareholders’ deficit | (65,428,201) | (62,756,610) | (47,477,128) | [1] |
Total liabilities, mezzanine equity and shareholders’ deficit | $ 128,441,444 | 141,490,432 | 160,590,494 | [1] |
Parent Company [Member] | Seamless Group Inc. [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 130,634 | 78,968 | ||
Short-term investments | ||||
Prepayments, deposits and other receivables | 76,492 | 66,245 | ||
Amounts due from subsidiaries | 6,155,464 | 6,869,413 | ||
Amounts due from related parties | 123,906 | 90,666 | ||
Total current assets | 6,486,496 | 7,105,292 | ||
Investments in subsidiaries | 20,682,970 | 26,470,719 | ||
Investment in an equity security | ||||
Total assets | 27,169,466 | 33,576,011 | ||
Current liabilities: | ||||
Borrowings | 11,162,844 | 11,577,451 | ||
Accruals and other payables | 9,621,542 | 5,410,027 | ||
Amounts due to subsidiaries | 7,302,130 | 2,640,735 | ||
Amounts due to related parties | 49,472,617 | 49,900,344 | ||
Convertible bonds | 10,000,001 | 9,192,141 | ||
Total current liabilities | 87,559,134 | 78,720,698 | ||
Borrowings | ||||
Convertible bonds | ||||
Total liabilities | 87,559,134 | 78,720,698 | ||
Shareholders’ deficit: | ||||
Common shares (US$0.001 par value; 58,030,000 shares authorized, issued and outstanding as of December 31, 2023 and 2022) | 58,030 | 58,030 | ||
Additional paid-in capital | 29,172,373 | 29,172,373 | ||
Accumulated deficit | (89,542,157) | (74,235,607) | ||
Accumulated other comprehensive loss | (77,914) | (139,483) | ||
Total shareholders’ deficit | (60,389,668) | (45,144,687) | ||
Total liabilities, mezzanine equity and shareholders’ deficit | $ 27,169,466 | $ 33,576,011 | ||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
SCHEDULE OF CONDENSED BALANCE_2
SCHEDULE OF CONDENSED BALANCE SHEETS OF PARENT COMPANY (Details) (Parenthetical) - Seamless Group Inc. [Member] - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Condensed Financial Statements, Captions [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 58,030,000 | 58,030,000 | 58,030,000 |
Common shares, shares issued | 58,030,000 | 58,030,000 | 58,030,000 |
Common stock, shares outstanding | 58,030,000 | 58,030,000 | 58,030,000 |
SCHEDULE OF CONDENSED STATEMENT
SCHEDULE OF CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net loss | $ 590,103 | $ 998,238 | ||
Seamless Group Inc. [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
General and administrative expenses | (5,824,208) | (6,067,839) | $ (23,976,209) | $ (25,539,467) |
Other income | 189,735 | (69,538) | 839,606 | 3,405,486 |
Finance costs, net | (1,311,363) | (1,664,610) | (8,002,552) | (8,200,112) |
Loss before income tax | (2,561,399) | (3,291,942) | (13,894,305) | (15,611,931) |
Income tax expenses | (70,529) | (47,865) | (523,481) | (113,782) |
Net loss | (3,034,984) | (3,543,442) | (15,306,550) | (16,678,135) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | 368,135 | 584,553 | 10,608 | 2,402 |
Total comprehensive loss | $ (2,263,793) | $ (2,755,254) | (14,407,178) | (15,723,311) |
Parent Company [Member] | Seamless Group Inc. [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
General and administrative expenses | (4,573,125) | (4,988,848) | ||
Other income | 3 | |||
Finance costs, net | (4,945,679) | (7,454,838) | ||
Share of results from subsidiaries | (5,787,749) | (4,234,448) | ||
Loss before income tax | (15,306,550) | (16,678,134) | ||
Income tax expenses | ||||
Net loss | (15,306,550) | (16,678,134) | ||
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | 10,608 | 4,529 | ||
Total comprehensive loss | $ (15,295,942) | $ (16,673,605) |
SCHEDULE OF CONDENSED STATEME_2
SCHEDULE OF CONDENSED STATEMENTS OF CASH FLOWS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Cash flows from operating activities: | |||||
Net loss | $ 590,103 | $ 998,238 | |||
Changes in operating assets and liabilities: | |||||
Accruals and other payables | 47,240 | 337,730 | $ 1,190,376 | $ 2,711,299 | |
Net cash used in operating activities | (275,757) | (129,918) | (552,958) | (756,716) | |
Cash flows from investing activities: | |||||
Net cash used in investing activities | 29,965,815 | 108,729,854 | 130,584,975 | (2,999,982) | |
Cash flows from financing activities: | |||||
Amounts due from related parties | 325,000 | ||||
Net cash generated from/(used in) financing activities | (29,724,109) | (108,729,854) | (130,259,975) | 2,999,982 | |
Net increase/(decrease) in cash and cash equivalents | (34,051) | (129,918) | (227,958) | (756,716) | |
Seamless Group Inc. [Member] | |||||
Cash flows from operating activities: | |||||
Net loss | (3,034,984) | (3,543,442) | (15,306,550) | (16,678,135) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Amortization of discount on convertible bonds | 282,588 | 807,860 | 3,438,950 | [1] | |
Unrealized foreign exchange gain | (124,690) | (71,785) | (65,981) | 543,277 | [1] |
Changes in operating assets and liabilities: | |||||
Net cash used in operating activities | (220,972) | (9,590,377) | (15,286,494) | 8,681,916 | [1] |
Cash flows from investing activities: | |||||
Net cash used in investing activities | (11,443) | (82,306) | 1,444,823 | (732,332) | [1] |
Cash flows from financing activities: | |||||
Proceeds from borrowings | 639,210 | 1,251,752 | 1,481,263 | [1] | |
Repayment of borrowings | (95,742) | (2,212,067) | (2,242,961) | [1] | |
Repayment of convertible bonds | (3,500,000) | [1] | |||
Net cash generated from/(used in) financing activities | 470,451 | (8,718) | (1,197,648) | (5,767,020) | [1] |
Net increase/(decrease) in cash and cash equivalents | 238,036 | (9,681,401) | (15,039,319) | 2,182,564 | [1] |
Parent Company [Member] | Seamless Group Inc. [Member] | |||||
Cash flows from operating activities: | |||||
Net loss | (15,306,550) | (16,678,134) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Amortization of discount on convertible bonds | 807,861 | 3,438,951 | |||
Unrealized foreign exchange gain | 23,008 | (644) | |||
Share of results from subsidiaries | 5,787,749 | 4,234,448 | |||
Changes in operating assets and liabilities: | |||||
Prepayments, deposits and other receivables | (30,862) | (9,900) | |||
Accruals and other payables | 4,206,601 | 3,797,118 | |||
Net cash used in operating activities | (4,512,193) | (5,218,161) | |||
Cash flows from investing activities: | |||||
Dividend received from a subsidiary | 2,847,309 | ||||
(Increase) decrease in short-term investments | 2,012,562 | ||||
Cash injected into a subsidiary | (2,012,562) | ||||
Net cash used in investing activities | 2,847,309 | ||||
Cash flows from financing activities: | |||||
Proceeds from borrowings | 1,251,752 | 2,758,213 | |||
Repayment of borrowings | (1,663,042) | (1,276,950) | |||
Repayment of convertible bonds | (3,483,133) | ||||
Amounts due from related parties | 691,323 | 301,958 | |||
Amounts due to related parties | 4,283,780 | 4,123,866 | |||
Net cash generated from/(used in) financing activities | 4,563,813 | 2,423,954 | |||
Net increase/(decrease) in cash and cash equivalents | 51,620 | 53,102 | |||
Effect of exchange rate changes on cash and cash equivalents | 46 | 218 | |||
Cash and cash equivalents at beginning of year | $ 130,634 | $ 78,968 | 78,968 | 25,648 | |
Cash and cash equivalents at end of year | $ 130,634 | $ 78,968 | |||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
SCHEDULE OF FINANCIAL INFORMATI
SCHEDULE OF FINANCIAL INFORMATION FOR SIGNIFICANT SUBSIDIARIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Condensed Financial Statements, Captions [Line Items] | |||||
Current assets | $ 9,458 | $ 43,509 | $ 366,020 | ||
Current liabilities | (4,884,502) | (4,559,556) | (2,854,360) | ||
Net (loss) income | 590,103 | $ 998,238 | |||
Seamless Group Inc. [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Current assets | 90,825,793 | 103,361,724 | 121,206,663 | [1] | |
Non-current assets | 37,615,651 | 38,128,708 | 39,383,831 | [1] | |
Current liabilities | (162,814,945) | (173,862,148) | (172,652,016) | [1] | |
Non-current liabilities | (4,075,591) | (3,813,583) | (9,715,909) | [1] | |
Revenue | 13,104,123 | 13,872,595 | 53,255,361 | 55,500,917 | |
Net (loss) income | $ (3,034,984) | $ (3,543,442) | (15,306,550) | (16,678,135) | |
Subsidiaries [Member] | Seamless Group Inc. [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Current assets | 119,483,614 | 138,666,772 | |||
Non-current assets | 8,145,689 | 7,578,365 | |||
Current liabilities | 109,261,136 | 121,931,207 | |||
Non-current liabilities | 2,566,977 | 3,156,719 | |||
Revenue | 58,493,819 | 60,052,470 | |||
Net (loss) income | $ (3,810,481) | $ (2,550,363) | |||
[1]Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements. |
SCHEDULE OF INVESTMENT ACTIVITY
SCHEDULE OF INVESTMENT ACTIVITY (Details) - Seamless Group Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Condensed Financial Statements, Captions [Line Items] | ||
Balance at the beginning of year | $ 26,470,719 | $ 26,171,064 |
Allocated loss | (5,787,749) | (7,081,757) |
Balance at the end of year | $ 20,682,970 | $ 19,089,307 |