カレンシーグループの適時開示・重要契約・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 30, 2024

Currenc Group Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41079

98-1602649

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

410 North Bridge Road,

SPACES City Hall,

Singapore

188726

(Address of principal executive offices)

(Zip Code)

+65 6407-7362

(Registrant’s telephone number, including area code)

INFINT Acquisition Corporation

32 Broadway, Suite 401
New York, New York 10004

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, par value $0.0001 per share		CURR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On August 30, 2024, INFINT Acquisition Corporation (“INFINT”) completed a series of transactions that resulted in the combination (the “Business Combination”) of INFINT with Seamless Group Inc., a Cayman Islands exempted company (“Seamless”), pursuant to the previously announced Business Combination Agreement, dated August 13, 2022, amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023 (the “BCA”), by and among INFINT, FINTECH Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of INFINT (“Merger Sub”), and Seamless, following the approval at the extraordinary general meeting of the shareholders of INFINT held on August 6, 2024 (the “Special Meeting”). On August 30, 2024, pursuant to the BCA, and as described in greater detail in the Company’s final prospectus and definitive proxy statement, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 12, 2024 (the “Proxy Statement/Prospectus”), Merger Sub merged with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT, and INFINT changed its name to Currenc Group Inc. (“New Seamless”). As consideration for the Business Combination, New Seamless issued to Seamless shareholders an aggregate of 40,000,000 ordinary shares, par value $0.0001 (the “Ordinary Shares”) of New Seamless (the “Exchange Consideration”). In addition, New Seamless issued 400,000 commitment shares to the PIPE investor (as described below) and an aggregate of 200,000 shares to vendors in connection with the Closing, issued promissory notes for approximately $5.7 million to EF Hutton LLC, approximately $3.2 million to Greenberg Traurig LLP, and $603,623 to INFINT Capital LLC, and entered into a $1.75 million PIPE Offering, as set forth below.

Unless otherwise defined herein, capitalized terms used in this Current Report on Form 8-K have the same meaning as set forth in the Proxy Statement/Prospectus.

Simultaneous with the closing of the Business Combination, New Seamless also completed a series of private financings, issuing a Convertible Note for $1.94 million, 400,000 commitment shares, and warrants to purchase 136,110 Ordinary Shares in a private placement to a PIPE investor (the “PIPE Offering”), which raised $1.75 million in net proceeds.

In connection with the Special Meeting, INFINT shareholders holding 4,652,105 of INFINT’s Class A ordinary shares (the “Public Shares”) (after giving effect to redemption reversal requests) exercised their right to redeem their shares for a pro rata portion of the funds in INFINT’s trust account (the “Trust Account”). Prior to the Closing (as defined below) approximately $54,846,559 (approximately $11.79 per Public Share) was removed from the Trust Account to pay such holders.

Item 1.01. Entry into Material Definitive Agreement.

Business Combination Agreement

As disclosed under the section titled “Proposal No. 1—The Business Combination Proposal” of the Proxy Statement/Prospectus, INFINT entered into the BCA, dated August 13, 2022, as amended, by and among INFINT, Merger Sub and Seamless.

Accordingly, Merger Sub, a wholly owned subsidiary of INFINT, merged with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT and INFINT changed its name to Currenc Group Inc.

Item 2.01 of this Current Report discusses the consummation of the Business Combination and events contemplated by the BCA which were completed on August 30, 2024 (the “Closing”) and is incorporated herein by reference.

Lock-up Agreements

On August 30, 2024, INFINT entered into Lock-Up Agreements (the “Lock-up Agreements”) by and between INFINT and certain shareholders of Seamless (such shareholders, the “Company Holders”), pursuant to which, among other things, each Company Holder agreed not to, during the Lock-up Period (as defined below), lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase an option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the shares issued to such Company Holder in connection with the Business Combination (the “Lock-up Shares”), enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares, or publicly disclose the intention to do any of the foregoing, whether any of these transactions are to be settled by delivery of any such shares or other securities, in cash, or otherwise, subject to limited exceptions. As used herein, “Lock-Up Period” means the period commencing on the date of the Closing and ending on the earlier of: (i) six months after the Closing and (ii) the date after the Closing on which New Seamless consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of New Seamless’ shareholders having the right to exchange their New Seamless Class A ordinary shares for cash, securities or other property.

The foregoing description of the Lock-Up Agreements is subject to and qualified in its entirety by reference to the full text of the form of the Lock-Up Agreement, a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated by reference.

In connection with the Closing, in order to meet Nasdaq unrestricted public float requirements, the parties agreed to waive lock-up restrictions on 2,100,000 shares held by the Sponsor.

Registration Rights Agreement

In connection with the Closing, on August 30, 2024, INFINT and certain existing shareholders of INFINT and Seamless (such parties, the “Holders”) entered into a registration rights agreement (the “Registration Rights Agreement”) to provide for the registration of New Seamless’ Ordinary Shares issued to them in connection with the Business Combination. The Holders are entitled “piggy-back” registration rights with respect to registration statements filed following the consummation of the Business Combination, subject to certain requirements and customary conditions. New Seamless will bear the expenses incurred in connection with the filing of any such registration statements.

The foregoing description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is included as Exhibit 10.4 hereto, and the terms of which are incorporated by reference.

PIPE

In connection with the PIPE Offering, New Seamless entered into a Convertible Note Purchase Agreement (the “PIPE Agreement”) with Seamless and Pine Mountain Holdings Limited, a company organized under the laws of the British Virgin Islands, or its designated Affiliate (the “Purchaser”), to issue 194,444 Ordinary Shares convertible at $10.00 per share. Pursuant to the PIPE Agreement entered into by and between New Seamless, Seamless, and the Purchaser, New Seamless agreed to issue an aggregate principal amount of USD $1,944,444 (the “Principal Amount”) in convertible promissory note to the Purchaser at an issue price of USD $1,750,000, which represents a 10% discount to the Principal Amount (the “Note Issuance”). Subject to the conditions to the Parties’ obligation to close, the PIPE Agreement shall close on the earlier of (i) the date which is no more than three (3) days after the signing of the Term Sheet (as defined in the PIPE Agreement); (ii) the date of the Business Combination Closing; or (iii) such other date and time as may be mutually agreed in writing by New Seamless and Purchaser. In certain circumstances, the Purchaser will be entitled to certain piggyback registration rights. The PIPE Agreement is subject to customary closing conditions and customary representations and warranties. As of the date hereof, the Ordinary Shares to be issued in connection with the Note Issuance have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). In the event New Seamless proposes to register any of its securities under the Securities Act, it shall give prompt written notice to the Purchaser, who within twenty (20) days after receiving such written notice provide New Seamless with written notice to use best efforts to cause all Ordinary Shares held by Purchaser (the “Piggyback Shares”) to be included in such registration, subject to the PIPE Agreement. Except with the written consent of New Seamless, the Purchaser shall not own more than 4.99% of the Ordinary Shares of New Seamless in issue from time to time (the “Ownership Limit”). In addition, the Note will not be convertible to the extent that such issuance of shares, together with any issuance of shares upon the exercise of Warrants, would require shareholder approval under Nasdaq rules, until and unless such shareholder approval is obtained.

In connection with the Note Issuance, and as consideration of the Purchaser’s subscription of the convertible promissory note following the Business Combination Closing, the Purchaser was also issued (i) 400,000 Ordinary Shares, credited as fully-paid, (the “Commitment Shares”) and (ii) a five-year warrant (the “Warrant”) to purchase up to an aggregate of 136,110 Ordinary Shares at an exercise price of USD $11.50 (the “Warrant Shares”). The Warrants shall have anti-dilution protection on the price with respect to future equity offerings of New Seamless priced at or above $2.00 per share and full anti-dilution protection on price and quantity with respect to future equity offerings of New Seamless priced below $2.00 per share. In the event the Warrant Shares are not registered within 12 months, Warrant holders have the option to cashless exercise each warrant for 0.8 Ordinary Shares. In addition, the Warrants will not be exercisable to the extent that such issuance of shares together with any issuance of shares upon the conversion of the Note, would require shareholder approval under Nasdaq rules, until and unless such shareholder approval is obtained.

The foregoing description of the PIPE Agreement, Note and Warrant is qualified in its entirety by reference to the full text of such PIPE Agreement, Note and Warrant, copies of which are attached hereto as Exhibits 10.5, 10.6, and 10.7, respectively, and are incorporated herein in their entirety by reference.

Promissory Notes

EF Hutton Note:

In connection with the Business Combination Closing, on August 30, 2024, INFINT issued a promissory note in the principal amount of $5,700,000 to EF Hutton LLC (the “EF Hutton Note”). The principal amount and any accrued interest on the EF Hutton Note is payable in six (6) equal monthly installments of $950,000 commencing on the third (3rd) month after the closing of the Business Combination Agreement and ending on or about April 30, 2025. In the event of a default, the EF Hutton Note shall bear an interest at a rate of ten percent (10%) per annum until such event of default is cured. The EF Hutton Note is subject to customary events of default, the occurrence of certain of which entitles EF Hutton LLC to declare, by written notice to Company, the unpaid principal balance of the EF Hutton Note and all other sums payable with regard to the EF Hutton Note becoming immediately due and payable.

GT Note:

In connection with the Business Combination Closing, on August 30, 2024, New Seamless issued a promissory note in the principal amount of $3,200,000 to Greenberg Traurig LLP (the “GT Note”). The principal amount and any accrued interest on the GT Note is payable in ten (10) equal monthly installments of $320,000 with the (i) first payment commencing on October 30, 2024 and the remaining payments continuing regularly and monthly thereafter on the 30th day of each such month (unless the 30th is not a business day in which case the payment shall be made on the first business day prior to the 30th day of such month) and (ii) last payment being made on July 30, 2025; provided, that, if New Seamless closes on equity or debt financing of at least $10,000,000 prior to Maturity Date, the full amount outstanding under the GT Note will be paid by Greenberg Traurig LLP on the closing date of such financing. In the event of a default, the GT Note shall bear an interest at a rate of fifteen percent (15%) per annum until such event of default is cured. The GT Note is subject to customary events of default, the occurrence of certain of which entitles Greenberg Traurig LLC to declare, automatically the unpaid principal balance of the GT Note and all other sums payable with regard to the GT Note become immediately due and payable.

INFINT Capital Note:

In connection with the Business Combination Closing working capital loans, on August 30, 2024, New Seamless issued a promissory note in the principal amount of $603,623 to INFINT Capital LLC (the “INFINT Capital Note”). This INFINT Capital Note amends, replaces and supersedes in its entirety that certain unsecured promissory note, dated September 13, 2024, issued by New Seamless in favor of INFINT Capital LLC in the principal amount of up to $400,000 (the “Original INFINT Capital Note”), and any unpaid principal balance of the indebtedness evidenced by the Original INFINT Capital Note is merged into and evidenced by the INFINT Capital Note. The INFINT Capital Note is due and payable in 10 equal monthly installments of $60,362.30 with the (i) first payment commencing on October 30, 2024 and the remaining payments continuing regularly and monthly thereafter on the 30th day of each such month (unless the 30th is not on a business day in which case the payment shall be made on the first business day prior to the 30th day of such month) and (ii) last payment being made on July 30, 2025; provided, that, if New Seamless closes an equity or debt financing of at least $10,000,000 prior to the Maturity Date, the full amount outstanding under the Loan will be paid by the INFINT Capital LLC on the closing date of such financing. In the event of a default, the INFINT Capital Note shall bear an interest at a rate of fifteen percent (15%) per annum until such event of default is cured. The INFINT Capital Note is subject to customary events of default, the occurrence of certain of which entitles INFINT Capital LLC to declare, automatically the unpaid principal balance of the INFINT Capital Note and all other sums payable with regard to the INFINT Capital Note become immediately due and payable.

Copies of the EF Hutton Note, GT Note, and INFINT Capital Note are attached as Exhibits 10.8, 10.9, and 10.10 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. The disclosure set forth in this Item 1.02 is intended to be a summary only and is qualified in its entirety by reference to the EF Hutton Note, GT Note, and INFINT Capital Note.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” and “Business Combination Agreement” above is incorporated into this Item 2.01 by reference.

Pursuant to the terms of the BCA, the total consideration for the Business Combination and related transactions (the “Exchange Consideration”) was approximately $400 million. In connection with the Special Meeting, holders of 4,652,105 INFINT Public Shares sold in its initial public offering exercised their right to redeem those shares for cash prior to the redemption deadline of August 2, 2024 (and did not subsequently reverse the redemption election), at a price of $11.79 per share, for an aggregate payment from INFINT’s Trust Account of approximately $54,846,559. On or about September 3, 2024, Currenc Group Inc., f/k/a INFINT’s units ceased trading, and New Seamless’ Ordinary Shares began trading on the Nasdaq Capital Market under the symbol “CURR”.

After taking into account the aggregate payment in respect of the redemptions, INFINT’s Trust Account had a balance immediately prior to the Closing of approximately $1,119,024. Such balance in the Trust Account, together with approximately $1.75 million in proceeds from the PIPE Offering, were used to pay transaction expenses and other liabilities of INFINT.

In connection with the Closing, 4,483,026 Class B ordinary shares of INFINT held by INFINT Capital LLC, a Delaware limited liability company (the “Sponsor”), were automatically exchanged for 4,483,026 Ordinary Shares. In addition, 1,250,058 Class B shares held by other Class B shareholders were automatically exchanged for 1,250,058 Ordinary Shares and 99,999 Class B shares held by the Underwriters (defined below) were automatically exchanged for 99,999 Ordinary Shares.

Simultaneous with the closing of the Business Combination, as discussed in the Introductory Note above, New Seamless also completed a series of private financings, issuing a Convertible Note for $1.94 million, 400,000 commitment shares, and warrants to purchase 136,110 Ordinary Shares in a private placement to a PIPE investor (the “PIPE Offering”), which raised $1.75 million in net proceeds. In addition, New Seamless issued promissory notes for approximately $5.7 million to EF Hutton LLC, approximately $3.2 million to Greenberg Traurig LLP, and $603,623 to INFINT Capital LLC (the “Promissory Notes”). Additionally, New Seamless issued (i) 100,000 Ordinary Shares to Roth Capital Partners, LLC for advisory services, and (ii) 100,000 Ordinary Shares to KEMP Services Limited for legal advisory services (the “Vendor Shares”). Finally, in accordance with the New Seamless Equity Incentive Plan, New Seamless has reserved 4,636,091 Ordinary Shares for the New Seamless Incentive Plan.

Divestiture of Subsidiaries:

Prior to the Closing, on August 30, 2024, Seamless completed its previously disclosed divestitures of its subsidiaries TNG (Asia) Ltd. and GEA Holdings Limited.

As of the Closing: public shareholders own approximately 0.20% of the outstanding New Seamless Ordinary Shares; the Sponsor and its affiliates own approximately 9.63% of the outstanding New Seamless Ordinary Shares; other Class B shareholders own approximately 2.69% of the outstanding New Seamless Ordinary Shares; Seamless’ former shareholders collectively own approximately 85.97% of the New Seamless Ordinary Shares; EF Hutton LLC and JonesTrading (together, the “Underwriters”) own approximately 0.22% of the outstanding New Seamless Ordinary Shares; Roth Capital Partners, LLC and KEMP Services Limited (together, the “Vendors”) own approximately 0.43% of the outstanding New Seamless Ordinary Shares; and approximately 0.86% of the outstanding New Seamless Ordinary Shares are held by the PIPE investor.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as INFINT was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, New Seamless is providing the information below that would be included in a Form 10 if New Seamless were to file a Form 10. Please note that the information provided below relates to New Seamless as the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

The information in this Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) changes in the markets in which New Seamless competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (ii) the risk that New Seamless will need to raise additional capital to execute its business plans, which may not be available on acceptable terms or at all; (iii) the ability of the parties to recognize the benefits of the BCA and the Business Combination; (iv) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (v) statements regarding New Seamless’ industry and market size; (vi) financial condition and performance of New Seamless, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the Business Combination, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of New Seamless; (vii) New Seamless’ ability keep pace with rapid technological developments to provide new and innovative products and services; (viii) the ability to attract new partners, merchants and users and retain existing partners, merchants and users in order to continue to expand; (x) New Seamless’ ability to integrate its services with a variety of operating systems, networks and devices; and (xi) those factors discussed in our filings with the SEC. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the Proxy Statement/Prospectus and other documents to be filed by New Seamless from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward- looking statements, and while New Seamless may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. New Seamless does not give any assurance that New Seamless will achieve its expectations.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about New Seamless or the date of such information in the case of information from persons other than New Seamless, and New Seamless disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this Current Report on Form 8-K, except as required by law. Forecasts and estimates regarding New Seamless’ industry and end markets are based on sources New Seamless believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Business

The business of New Seamless is described in the Proxy Statement/Prospectus in the section titled “Seamless’ Business” and that information is incorporated herein by reference.

Risk Factors

The risks associated with New Seamless are described in the Proxy Statement/Prospectus in the section titled “Risk Factors,” which is incorporated herein by reference.

Financial Information

Reference is made to the disclosure set forth in Item 9.01 of this Current Report on Form 8-K concerning the financial information of New Seamless. Reference is further made to the disclosure contained in the Proxy Statement/Prospectus in the sections titled “Summary Historical Financial Information of Seamless,” and “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” which are incorporated herein by reference. In addition, the Unaudited Pro Forma Condensed Combined Financial Information, and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Seamless, for the period ended June 30, 2024, are included as Exhibits 99.1 and 99.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Properties

New Seamless’ corporate headquarters are located in Singapore under a lease that expires in May 2025. New Seamless also has offices in Kuala Lumpur consisting of 14,096 square feet of space in the same building under two separate tenancies which both expire in October 2024. New Seamless has offices in several other locations and believes its facilities are sufficient for its current needs.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The disclosure contained under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Seamless” in the Proxy Statement/Prospectus is incorporated herein by reference. In addition, Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period ended June 30, 2024, is included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of shares of New Seamless shareholders upon the completion of the Business Combination by:

	●	each person known by New Seamless to be the beneficial owner of more than 5% of any class of New Seamless’ Ordinary Shares;
	●	each director of New Seamless;
	●	each named executive officer of New Seamless;
	●	New Seamless’ officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership of New Seamless Ordinary Shares in the table below is based on 46,527,999 New Seamless Ordinary Shares issued and outstanding as of August 30, 2024, including 40,000,000 New Seamless Ordinary Shares issued to the former shareholders of Seamless in the Business Combination as Exchange Consideration, 400,000 New Seamless Ordinary Shares issued in connection with the PIPE financing, 200,000 New Seamless Ordinary Shares issued to the vendors in connection with the Business Combination Closing, and reflects the valid redemption of 4,652,105 INFINT Public Shares and the issuance of all shares under the Seamless Incentive Plan, which shares have been reserved under the Seamless Incentive Plan and are a part of the Aggregate Consideration. The below table excludes the Ordinary Shares underlying the warrants and Private Warrants, and PIPE Warrants because these securities are not exercisable until registered, which may or may not occur within sixty (60) days. Further, it assumes no issuance of the 4,636,091 shares reserved under the New Seamless Equity Incentive Plan.

Unless otherwise indicated, New Seamless believes that all persons named in the table have sole voting and investment power with respect to all common shares beneficially owned by them. Unless otherwise noted, the business address of each of the following entities or individuals is 410 North Bridge Road, SPACES City Hall, Singapore 188726.

Name and Address of Beneficial Owner	Number of New Seamless ordinary shares		% of Total Voting Power
Directors and Named Executive Officers:
Alexander King Ong Kong(1)		27,401,643		58.89	%
Ronnie Ka Wah Hui(2)		144,211		*
Hagay Ravid		-		-
Eng Ho Ng(2)		10,383		*
Kevin Chen		-		-
Eric Weinstein(2)		60,000		*
Kanagaraj Lorenz		-		-

All Executive Officers and Directors as a Group (7 individuals)		27,616,237		59.35	%
Greater than Five Percent Holders:
Regal Planet Limited(3)		26,912,897		57.84	%
InFinT Capital LLC(4)		4,483,026		9.63	%
Alexander Edgarov(4)		4,483,026		9.63	%

(1)	Includes: (a) 26,912,897 New Seamless shares to be held by Regal Planet Limited, (b) 152,249 New Seamless shares to be held by Mr. Kong personally and (c) 336,497 New Seamless shares that were vested to Mr. Kong pursuant to Seamless Incentive Plan upon consummation of the Business Combination. Mr. Kong’s business address is 21/F, Olympia Plaza, 255 King’s Road, North Point, Hong Kong.
(2)	Includes New Seamless shares that were vested pursuant to Seamless Incentive Plan upon consummation of the Business Combination.
(3)	Regal Planet Limited’s business address is 21/F, Olympia Plaza, 255 King’s Road, North Point, Hong Kong.
(4)	InFinT Capital LLC, the Sponsor, is the record holder of such shares. Alexander Edgarov is the managing member of the Sponsor and has dispositive and voting control of the securities held of record by the Sponsor, and may be deemed to beneficially own such securities. Mr. Edgarov disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares automatically converted into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis. The business address of the directors and executive officers of INFINT is 32 Broadway, Suite 401 New York, New York 10004.

Directors and Executive Officers

Other than as set forth below, New Seamless’ directors and executive officers after the Closing are described in the Proxy Statement/Prospectus in the section titled “Management of New Seamless Following the Business Combination,” which is incorporated herein by reference. Kevin Chen was elected to serve as New Seamless director effective as of Closing in lieu of Alexander Edgarov.

For information concerning Mr. Kevin Chen, see the disclosure in the Proxy Statement/Prospectus in the sections titled “Information About INFINT – Directors and Officers,” which is incorporated herein by reference.

Executive Compensation

The compensation of the named executive officers of Seamless before the Business Combination is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation — Seamless Executive Officer and Director Compensation,” which is incorporated herein by reference.

The information set forth in this Current Report on Form 8-K under Item 5.02 is incorporated in this Item 2.01 by reference.

At the Special Meeting, INFINT’s shareholders approved the New Seamless Incentive Plan. A description of the material terms of the New Seamless Incentive Plan is set forth in the section of the Proxy Statement/Prospectus titled “Proposal 4 – The Incentive Plan Proposal,” which is incorporated herein by reference. This summary is qualified in its entirety by reference to the complete text of the New Seamless Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Certain Relationships and Related Transactions, and Director Independence

The certain relationships and related party transactions of INFINT and Seamless are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Party Transactions” and are incorporated herein by reference.

Reference is made to the disclosure regarding director independence in the section of the Proxy Statement/Prospectus titled “Management of New Seamless Following the Business Combination,” which is incorporated herein by reference.

The information set forth under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers—Employment Agreements” of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

The information set forth in the section titled “Registration Rights Agreements” in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business.

Reference is made to the disclosure regarding GEA’s obligations to Ripple Labs Singapore Pte. Ltd., which obligations are guaranteed for 6 months by Seamless under the Deed of Guarantee in the section of the Proxy Statement/Prospectus titled “Certain Relationships and Related Party Transactions—Seamless Related Party Transactions—Master XRP Commitment to Sell Agreement between Ripple Labs Singapore Pte. Ltd. and GEA,” which is incorporated herein by reference.

On August 17, 2024, Ripple Markets APAC Pte. Ltd., the successor to Ripple Labs Singapore Pte. Ltd. (“RMA”), sent a default letter to GEA demanding payment totaling $27,257,540.64, and sent a demand letter to Seamless, as guarantor, for the full amount of the payment by August 19, 2024. On August 19, 2024, RMA filed a claim in Singapore naming Seamless and demanding that the defendants, jointly and severally, pay the demanded payment plus late payments and certain costs. As disclosed herein, Seamless has subsequently divested GEA, and intends to defend the claim.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

New Seamless’ Ordinary Shares began trading on the Nasdaq Capital Market under the symbol “CURR.” INFINT has not paid any cash dividends on its ordinary shares to date. The payment of cash dividends by New Seamless in the future will be dependent upon New Seamless’ revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of the board of directors of New Seamless.

Information regarding New Seamless’ Ordinary Shares, rights and related shareholder matters are described in the Proxy Statement/Prospectus in the section titled “Description of New Seamless Securities” and such information is incorporated herein by reference.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 3.02 and Item 2.01 of this Current Report on Form 8-K concerning the issuance of INFINT’s and New Seamless’ Ordinary Shares in connection with the Business Combination and the PIPE financing, which is incorporated herein by reference. In connection with the Note Issuance, and as consideration of the Purchaser’s subscription of the convertible promissory note following the Business Combination Closing, the Purchaser was also issued (i) 400,000 Ordinary shares, credited as fully-paid, (the “Commitment Shares”) and (ii) a five-year warrant (the “Warrant”) to purchase up to an aggregate of 136,110 Ordinary Shares at an exercise price of USD $11.50 (the “Warrant Shares”). Additionally, New Seamless issued (i) 100,000 Ordinary Shares to Roth Capital Partners, LLC for advisory services, and (ii) 100,000 Ordinary Shares to KEMP Services Limited for legal advisory services.

Description of Registrant’s Securities to be Registered

The description of New Seamless’ securities is contained in the Proxy Statement/Prospectus in the sections titled “Description of New Seamless Securities.”

Financial Statements and Supplementary Data

Reference is made to the disclosure set forth in Item 9.01 of this Current Report on Form 8-K concerning the financial information of Seamless. Reference is further made to the disclosure contained in the Proxy Statement/Prospectus in the sections titled “Summary Historical Financial Information of INFINT” and “Summary Historical Financial Information of Seamless,” “Unaudited Pro Forma Condensed Consolidated Combined Financial Information,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Seamless,” which are incorporated herein by reference.

Financial Statements and Exhibits

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under the section titled “Promissory Notes” under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The PIPE Financing

In connection with the PIPE Offering, New Seamless entered into a Convertible Note Purchase Agreement (the “PIPE Agreement”) with Seamless and Pine Mountain Holdings Limited, a company organized under the laws of the British Virgin Islands, or its designated Affiliate (the “Purchaser”), to issue 194,444 Ordinary Shares convertible at $10.00 per share. Pursuant to the PIPE Agreement entered into by and between New Seamless, Seamless, and the Purchaser, New Seamless agreed to issue an aggregate principal amount of USD $1,944,444 (the “Principal Amount”) in convertible promissory note to the Purchaser at an issue price of USD $1,750,000, which represents a 10% discount to the Principal Amount (the “Note Issuance”). Subject to the conditions to the Parties obligation to close, the PIPE Agreement shall close on the earlier of (i) the date which is no more than three (3) days after the signing of the Term Sheet (as defined in the PIPE Agreement); (ii) the date of the Business Combination Closing; or (iii) such other date and time as may be mutually agreed in writing by New Seamless and Purchaser. In certain circumstances, the Purchaser will be entitled to certain piggyback registration rights. The PIPE Agreement is subject to customary closing conditions and customary representations and warranties. As of the date hereof, the Ordinary Shares to be issued in connection with the Note Issuance have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). In the event, New Seamless proposes to register any of its securities under the Securities Act, it shall give prompt written notice to the Purchaser, who within twenty (20) days after receiving such written notice provide New Seamless with written notice to use best efforts to cause all Ordinary Shares held by Purchaser (the “Piggyback Shares”) to be included in such registration, subject to the PIPE Agreement. Except with the written consent of New Seamless, the Purchaser shall not own more than 4.99% of the Ordinary Shares of New Seamless in issue from time to time (the “Ownership Limit”). In addition, the Note will not be convertible to the extent that such issuance of shares together with any issuance of shares upon the exercise of Warrants, would require shareholder approval under Nasdaq rules, until and unless such shareholder approval is obtained.

The foregoing description of the PIPE Agreement, Note and Warrant is qualified in its entirety by reference to the full text of such PIPE Agreement, Note and Warrant, copies of which are attached hereto as Exhibits 10.5, 10.6, and Exhibit 10.7, respectively, and are incorporated herein in their entirety by reference.

Initial Public Offering

On November 23, 2021, INFINT consummated its initial public offering (the “Initial Public Offering”) of 17,391,200 units (each a “Unit”) at a price of $10.00 per Unit and the sale of 7,032,580 private placement warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement (the “Private Placement”) to the Sponsor that closed simultaneously with the closing of the Initial Public Offering. On November 23, 2021, the Underwriters exercised their over-allotment option in full, according to which INFINT consummated the sale of an additional 2,608,680 Units, at $10.00 per Unit, and the sale of an additional 764,262 Private Warrants, at $1.00 per Private Warrant. Following the closing of the over-allotment option, INFINT generated total gross proceeds of $207,795,642 from the Initial Public Offering and the Private Placement, of which INFINT raised $199,998,800 in the Initial Public Offering, $7,796,842 in the Private Placement and of which $202,998,782 was placed in INFINT’s Trust Account with Continental Stock Transfer & Company as trustee, established for the benefit of INFINT’s public shareholders. The Underwriters 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 (69,999 INFINT Class B ordinary shares to EF Hutton and 30,000 INFINT Class B ordinary shares to JonesTrading). In addition, the Underwriters were entitled to a deferred fee of three percent (3.00%) of the gross proceeds of the Initial Public Offering, or $5,999,964, upon the closing of the Business Combination, pursuant to the underwriting agreement dated November 18, 2021 (the “Underwriting Agreement”). The deferred fee was partially paid in cash from the amounts held in the Trust Account and partially settled through a promissory note issued upon the closing of the Business Combination.

Vendor Shares

In connection with the Business Combination Closing, New Seamless issued (i) 100,000 Ordinary Shares to Roth Capital Partners, LLC for advisory services, and (ii) 100,000 Ordinary Shares to KEMP Services Limited for legal advisory services.

Item 3.03. Material Modification to Rights of Security Holders.

The shareholders of INFINT approved the proposed fifth amended and restated memorandum and articles of association of New Seamless (the “Amended and Restated Articles”) at the Special Meeting. In connection with the Closing, INFINT adopted the Amended and Restated Articles effective as of the Closing Date. Reference is made to the disclosure described in the Proxy Statement/Prospectus in the sections titled “Proposal 1 – The Business Combination Proposal,” “Proposal 2 – The Articles Amendment Proposal,” and “Proposal 5 – The Advisory Governance Proposals,” which is incorporated herein by reference.

The full text of the Amended and Restated Articles, which are included as Exhibit 3.1 to this Current Report on Form 8-K, are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “Proposed 1 – The Business Combination Proposal,” which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference.

As of the Closing: public shareholders own approximately 0.20% of the outstanding New Seamless Ordinary Shares; the Sponsor and its affiliates own approximately 9.63% of the outstanding New Seamless Ordinary Shares; other Class B shareholders own approximately 2.69% of the outstanding New Seamless Ordinary Shares; Seamless’ former shareholders collectively own approximately 85.97% of the New Seamless Ordinary Shares; the Underwriters own approximately 0.22% of the outstanding New Seamless Ordinary Shares; the Vendors own approximately 0.43% of the outstanding New Seamless Ordinary Shares; and approximately 0.86% of the outstanding New Seamless Ordinary Shares are held by the PIPE investor.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors and Appointment of Officers

The following persons are serving as executive officers and directors following the Closing. For information concerning the executive officers and directors, see the disclosure in the Proxy Statement/Prospectus in the sections titled “Information about INFINT,” “Management of New Seamless Following the Business Combination” and “Certain Relationships and Related Party Transactions,” which are incorporated herein by reference.

Name	Age	Position
Alexander King Ong Kong	54	Executive Chairman of the Board, Director
Ronnie Ka Wah Hui	60	Chief Executive Officer
Hagay Ravid	63	Chief Financial Officer
Eng Ho Ng	70	Director
Kevin Chen	47	Director
Kanagaraj Lorenz	66	Director
Eric Weinstein	69	Director

Each director will hold office until his or her term expires at the next annual meeting of shareholders for such director’s class or until his or her death, resignation, removal or the earlier termination of his or her term of office.

New Seamless Incentive Plan

At the Special Meeting, INFINT shareholders approved the New Seamless Incentive Plan and reserved an amount of New Seamless Ordinary Shares equal to 10% of the number of common shares of New Seamless following the Business Combination for issuance thereunder. The New Seamless Incentive Plan was approved by the INFINT board of directors on August 30, 2024. The New Seamless Incentive Plan became effective immediately upon the Closing of the Business Combination, and New Seamless has reserved 4,636,091 ordinary shares for issuance thereunder.

A more complete summary of the terms of the New Seamless Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled “Proposal 4 – The Incentive Plan Proposal.” That summary and the foregoing description are qualified in their entirety by reference to the text of the New Seamless Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Employment Agreements

New Seamless plans to enter into employment agreements with Ronnie Ka Wah Hui (Chief Executive Officer) and Alexander King Ong Kong (Chairman), and Seamless has entered into an employment agreement with Hagay Ravid (Chief Financial Officer), (each an “Employment Agreement, and collectively, the “Employment Agreements”). Messer Hui and Kong are not currently party to any employment agreement with the Company, nor is there any current compensation arrangement. The employment agreement for Mr. Ravid is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation—Seamless Executive Officer and Director Compensation—Hagay Ravid,” which summary is incorporated by reference herein.

The Employment Agreements are expected to provide for a base salary of $300,000 for each of Mr. Hui and Mr. Kong, and any possible annual performance bonuses and equity grants under the New Seamless Incentive Plan are to be determined by New Seamless’ compensation committee.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, INFINT ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “Proposal 1 – The Business Combination Proposal,” which is incorporated herein by reference. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.06.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Information responsive to Item 9.01(a) of Form 8-K is set forth in the financial statements included in the Proxy Statement/Prospectus beginning on page F-1, which are incorporated herein by reference, and the unaudited financial statements of Seamless as of and for the six months ended June 30, 2024, together with the notes thereto, are set forth in Exhibit 99.2 and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information as of and for the six months ended June 30, 2024 is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits.

Exhibit Number		Description
2.1+		Business Combination Agreement, dated as of August 3, 2022, by and among INFINT Acquisition Corporation, FINTECH Merger Sub Corp. and Seamless Group Inc. (included as Annex A to the proxy statement/prospectus filed by the Company with the SEC on July 11, 2024)
2.2		Amendment No. 1 to the Business Combination Agreement, dated as of October 20, 2022, by and among INFINT, Merger Sub and Seamless (included as Annex A to the proxy statement/prospectus filed by the Company with the SEC on July 11, 2024)
2.3		Amendment No. 2 to the Business Combination Agreement, dated as of November 29, 2022, by and among INFINT, Merger Sub and Seamless (included as Annex A to the proxy statement/prospectus filed by the Company with the SEC on July 11, 2024)
2.4		Amendment No. 3 to the Business Combination Agreement, dated as of February 20, 2023, by and among INFINT, Merger Sub and Seamless (included as Annex A to the proxy statement/prospectus filed by the Company with the SEC on July 11, 2024)
3.1*		Fifth Amended and Restated Memorandum and Articles of Association of Currenc Group Inc.
3.2*		Specimen Ordinary Share Certificate
10.1*†		Currenc Group Inc. 2024 Equity Incentive Plan
10.2		Form of Lock-up Agreement
10.3		Registration Rights Agreement, dated November 23, 2021, among INFINT Acquisition Corporation and certain security holders named therein (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No. 001-41079) as filed with the SEC on December 1, 2021)
10.4		Form of Registration Rights Agreement
10.5*		Convertible Note Purchase Agreement, dated August 30, 2024, by and between Currenc Group Inc., Seamless Group Inc, and Pine Mountain Holdings Limited.
10.6*		Form of Note.
10.7*		Form of Warrant Agreement dated August 30, 2024, by and between Currenc Group Inc., Seamless Group Inc, and Pine Mountain Holdings Limited.
10 .8*		Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp. and EF Hutton LLC
10.9*		Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp. and Greenberg Traurig LLP
10.10*		Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp. and INFINT Capital LLC
21.1*		List of Subsidiaries of Currenc Group Inc.
99.1*		Unaudited Pro Forma Condensed Combined Financial Information
99.2*		Unaudited financial statements of Seamless as of and for the six months ended June 30, 2024
99.3*		Management’s Discussion and Analysis of Financial Condition and Results of Operations of Seamless for the six months ended June 30, 2024
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
†	Indicates a management or compensatory plan.
+	Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 6, 2024

	CURRENC GROUP INC.

	By:	/s/ Ronnie Ka Wah Hui
	Name:	Ronnie Ka Wah Hui
	Title:	Chief Executive Officer

EX-3.1 2 ex3-1.htm

Exhibit 3.1

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

FIFTH AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

CURRENC GROUP INC.

(Adopted by a Special Resolution passed on August 6, 2024 and effective on August 30, 2024)

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

FIFTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

CURRENC GROUP INC.

(Adopted by a Special Resolution passed on August 6, 2024 and effective on August 30, 2024)

1	The name of the Company is Currenc Group Inc.

2	The Registered Office of the Company shall be at the offices of Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.

3	The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

4	The liability of each Member is limited to the amount unpaid on such Member’s shares.

5	The share capital of the Company is US$55,500 divided into 555,000,000 ordinary shares with a par value of US$0.0001 each.

6	The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7	Capitalised terms that are not defined in this Memorandum of Association bear the respective meanings given to them in the Articles of Association of the Company.

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

FIFTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

CURRENC GROUP INC.

(Adopted by a Special Resolution passed on August 6, 2024 and effective on August 30, 2024)

1	Interpretation

1.1	In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

	“Articles”	means these articles of association of the Company.

	“Audit Committee”	means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

	“Auditor”	means the person for the time being performing the duties of auditor of the Company (if any).

	“Company”	means the above named company.

	“Communication Facilities”	shall mean video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communication, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and be heard by each other.

	“Designated Stock Exchange”	means any national securities exchange or automated quotation system on which the Company’s securities are traded, including but not limited to the New York Stock Exchange.

	“Directors”	means the directors for the time being of the Company.

	“Dividend”	means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.

	“Electronic Means”	means sending or otherwise making the communication available to the intended recipients in electronic format.

	“Electronic Record”	has the same meaning as in the Electronic Transactions Act.

	“Electronic Transactions Act”	means the Electronic Transactions Act (As Revised) of the Cayman Islands.

	“Member”	has the same meaning as in the Statute.

	“Memorandum”	means the memorandum of association of the Company.

	“Ordinary Resolution”	means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.

	“Person”	shall mean any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires.

	“Present”	shall mean, in respect of any Person, such Person’s presence at a general meeting of members, which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised representative (or, in the case of any member, a proxy which has been validly appointed by such member in accordance with these Articles), being:

	(a)	physically present at the meeting; or

	(b)	in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles connected by means of the use of such Communication Facilities.

“Register of Members”

means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.

	“Registered Office”	means the registered office for the time being of the Company.

	“Rules of the Designated Stock Exchange”	means the rules and regulations of the Designated Stock Exchange which are applicable to the Company from time to time.

	“Seal”	means the common seal of the Company and includes every duplicate seal.

	“Share”	means a share in the Company and includes a fraction of a share in the Company.

	“Special Resolution”	has the same meaning as in the Statute, and includes a unanimous written resolution.

	“Statute”	means the Companies Act (As Revised) of the Cayman Islands.

	“Treasury Share”	means a Share held in the name of the Company as a treasury share in accordance with the Statute.

1.2	In the Articles:

	(a)	words importing the singular number include the plural number and vice versa;

	(b)	words importing the masculine gender include the feminine gender;

	(c)	words importing persons include corporations as well as any other legal or natural person;

	(d)	“written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

	(e)	“shall” shall be construed as imperative and “may” shall be construed as permissive;

	(f)	references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;

	(g)	any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

	(h)	the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);

	(i)	headings are inserted for reference only and shall be ignored in construing the Articles;

	(j)	any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;

	(k)	any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;

	(l)	sections 8 and 19(3) of the Electronic Transactions Act shall not apply;

	(m)	the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and

	(n)	the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.

2	Commencement of Business

2.1	The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.

2.2	The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

3	Issue of Shares

3.1	Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights.

3.2	The Company shall not issue Shares to bearer.

4	Register of Members

4.1	The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.

4.2	The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

5	Closing Register of Members or Fixing Record Date

5.1	For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.

5.2	In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose.

5.3	If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

6	Certificates for Shares

6.1

A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to the Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

6.2	The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

6.3	If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

6.4	Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.

7	Transfer of Shares

7.1	Except where permitted by the Statute, the Memorandum, these Articles, the Rules of the Designated Stock Exchange, any relevant securities laws or the common law, and to any rights and restrictions for the time being attached to any Share, the board of Directors shall not decline to register any transfer of Shares and shall, upon making any decision to decline to register any transfer of Shares, within three (3) months after the date on which the relevant instrument of transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. Notwithstanding the foregoing, the board of Directors may, in its absolute discretion, decline to register any transfer of any Share which is not fully paid up, or which is issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, or on which the Company has a lien.

7.2	The registration of transfers may, after compliance with any notice required of the Rules of the Designated Stock Exchange, be suspended at such times and for such periods as the Board may from time to time determine.

7.3	All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the board of Directors decline to register shall (except in any case of fraud) be returned to the person depositing the same.

8	Redemption, Repurchase and Surrender of Shares

8.1	Subject to the provisions of the Statute the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of the Shares.

8.2	Subject to the provisions of the Statute, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.

8.3	The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

8.4	The Directors may accept the surrender for no consideration of any fully paid Share.

9	Treasury Shares

9.1	The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

9.2	The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

10	Variation of Rights of Shares

10.1

If at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class, or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

10.2	For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.

10.3	The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

11	Commission on Sale of Shares

	The Company may, in so far as the Statute permits, pay a commission to any person in consideration of that person subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

12	Non Recognition of Trusts

	The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.

13	Lien on Shares

13.1	The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or their estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share.

13.2	The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.

13.3	To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or their nominee shall be registered as the holder of the Shares comprised in any such transfer, and they shall not be bound to see to the application of the purchase money, nor shall their title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles.

13.4	The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

14	Call on Shares

14.1

Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon them notwithstanding the subsequent transfer of the Shares in respect of which the call was made.

14.2	A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

14.3	The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

14.4	If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part.

14.5	An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.

14.6	The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.

14.7	The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by that Member, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.

14.8	No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.

15	Forfeiture of Shares

15.1	If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

15.2	If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.

15.3	A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.

15.4	A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by that person to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but that person’s liability shall cease if and when the Company shall have received payment in full of all monies due and payable by them in respect of those Shares.

15.5	A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall their title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.

15.6	The provisions of the Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

16	Transmission of Shares

16.1	If a Member dies the survivor or survivors (where they were a joint holder) or their legal personal representatives (where they were a sole holder), shall be the only persons recognised by the Company as having any title to the deceased Member’s Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which the Member was a joint or sole holder.

16.2	Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by that person to the Company, either to become the holder of such Share or to have some person nominated by them registered as the holder of such Share. If they elect to have another person registered as the holder of such Share they shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before their death or bankruptcy or liquidation or dissolution, as the case may be.

16.3

A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which they would be entitled if they were the holder of such Share. However, they shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered or to have some person nominated by them registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before their death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

17	Amendments of Memorandum and Articles of Association and Alteration of Capital

17.1	The Company may by Ordinary Resolution:

	(a)	increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;

	(b)	consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

	(c)	convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination;

	(d)	by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and

	(e)	cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.

17.2	All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

17.3	Subject to the provisions of the Statute and the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:

	(a)	change its name;

	(b)	alter or add to the Articles;

	(c)	alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and

	(d)	reduce its share capital or any capital redemption reserve fund.

Offices and Places of Business

Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

19	General Meetings

19.1	All general meetings other than annual general meetings shall be called extraordinary general meetings.

19.2	The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented.

19.3	The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.

19.4	A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than ten per cent. in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company.

19.5	The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

19.6

If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period.

19.7	A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

19.8	The Directors may make Communication Facilities available for a specific general meeting or all general meetings of the Company so that members and other participants may attend and participate at such general meetings by means of such Communication Facilities.

19.9	The notice of any general meeting at which Communication Facilities will be utilised must disclose the Communication Facilities that will be utilised, including the procedures to be followed by any member or other participant of the general meeting who wishes to utilise such Communication Facilities for the purpose of attending, participating and voting at such meeting.

20	Notice of General Meetings

20.1

At least fourteen clear days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

	(a)	in the case of an annual general meeting, by all of the Members entitled to attend and vote at the meeting; and

	(b)	in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than ninety five per cent. in par value of the Shares giving that right.

20.2	The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.

21	Proceedings at General Meetings

21.1	No business shall be transacted at any general meeting unless a quorum is Present. Except as otherwise provided in these Articles, a quorum shall be the presence, in person or by proxy, of one or more Persons holding at least one third of the issued Shares which confer the right to attend and vote thereat.

21.2	A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

21.3

A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.

21.4	If a quorum is not Present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be Present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not Present within half an hour from the time appointed for the meeting to commence, the Members Present shall be a quorum.

21.5	The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairperson of a general meeting of the Company or, if the Directors do not make any such appointment, the chairperson, if any, of the board of Directors shall preside as chairperson at such general meeting. If there is no such chairperson, or if the chairperson shall not be Present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors Present shall elect one of their number to be chairperson of the meeting.

21.6	If no Director is willing to act as chairperson or if no Director is Present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairperson of the meeting.

21.7	The chairperson of any general meeting shall be entitled to attend and participate at such general meeting by means of Communication Facilities, and to act as the chairperson, in which event, if the Communication Facilities are interrupted or fail for any reason to enable the chairperson to hear and be heard by all other Persons attending and participating at the meeting, then the other Directors Present at the meeting shall choose another Director Present to act as chairperson of the meeting for the remainder of the meeting; provided that (i) if no other Director is Present at the meeting, or (ii) if all the Directors Present decline to take the chair, then the meeting shall be automatically adjourned to the same day in the next week and at such time and place as shall be decided by the board of Directors.

21.8	The chairperson may, with the consent of a meeting at which a quorum is Present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

21.9	When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.

21.10	A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairperson demands a poll, or any other Member or Members collectively Present and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll.

21.11	Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairperson that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

21.12	The demand for a poll may be withdrawn.

21.13	Except on a poll demanded on the election of a chairperson or on a question of adjournment, a poll shall be taken as the chairperson directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

21.14	A poll demanded on the election of a chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairperson of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

21.15

In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson shall be entitled to a second or casting vote.

22	Votes of Members

22.1	Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who is Present, shall have one vote and on a poll every Member Present in any such manner shall have one vote for every Share of which they are the holder.

22.2	In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

22.3	A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.

22.4	No person shall be entitled to vote at any general meeting unless they are registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them in respect of Shares have been paid.

22.5	No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive.

22.6	On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes.

22.7	On a poll, a Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed.

Proxies

23.1	The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of their attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its duly authorised representative. A proxy need not be a Member.

23.2	The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to vote.

23.3

The chairperson may in any event at their discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairperson, shall be invalid.

23.4	The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

23.5	Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

24	Corporate Members

24.1	Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which they represent as the corporation could exercise if it were an individual Member.

24.2	If a clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member it may authorise such person or persons as it thinks fit to act as its representative(s) at any meeting of the Company or of any class of Members, provided that, if more than one person is so authorised, the authorisation shall specify the number and class of Shares in respect of which each such person is so authorised. The person so authorised will be deemed to have been duly authorised without the need to produce any documents of title, notarised authorisation and/or further evidence to substantiate that that person is so authorised. A person so authorised pursuant to this Article shall be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) or depositary (or its nominee(s)) which that person represents as that clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise as if such person were an individual Member holding the number and class of Shares specified in such authorisation, including, where a show of hands is allowed, the right to vote individually on a show of hands, notwithstanding any contrary provision contained in the Articles.

25	Shares that May Not be Voted

	Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

Directors

26.1	There shall be a board of Directors consisting of not less than one person (exclusive of alternate Directors) provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.

26.2

The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting after the adoption of the Articles, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting after the adoption of the Articles and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting after the adoption of the Articles. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other applicable law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until their successor shall have been appointed and qualified.

27	Powers of Directors

27.1	Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

27.2	All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.

27.3	The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to their surviving spouse, civil partner or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

27.4

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

28	Appointment and Removal of Directors

28.1	The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.

28.2	The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.

29	Vacation of Office of Director

	The office of a Director shall be vacated if:

	(a)	the Director gives notice in writing to the Company that they resign the office of Director; or

	(b)	the Director is absent (for the avoidance of doubt, without being represented by proxy or an alternate Director appointed by them) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution that they have by reason of such absence vacated office; or

	(c)	the Director dies, becomes bankrupt or makes any arrangement or composition with their creditors generally; or

	(d)	the Director is found to be or becomes of unsound mind; or

	(e)	the Director is removed from office by notice in writing served upon such Director signed by not less than three-fourths in number (or, if that is not a round number, the nearest lower round number) of the Directors then in office (including such Director).

30	Proceedings of Directors

30.1

The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director. A person who holds office as an alternate Director shall, if their appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if their appointor is not present, count twice towards the quorum.

30.2	Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairperson shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of their appointor to a separate vote on behalf of their appointor in addition to their own vote.

30.3	A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairperson is located at the start of the meeting.

30.4	Unless required otherwise by the Rules of the Designated Stock Exchange, a resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution (an alternate Director being entitled to sign such a resolution on behalf of their appointor and if such alternate Director is also a Director, being entitled to sign such resolution both on behalf of their appointer and in their capacity as a Director) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

30.5	A Director or alternate Director may, or other officer of the Company on the direction of a Director or alternate Director shall, call a meeting of the Directors by at least two days’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.

30.6	The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.

30.7

The Directors may elect a chairperson of their board and determine the period for which they are to hold office; but if no such chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairperson of the meeting.

30.8	All acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.

30.9	A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by that Director. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

31	Presumption of Assent

	A Director or alternate Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they shall file their written dissent from such action with the person acting as the chairperson or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director or alternate Director who voted in favour of such action.

32	Directors’ Interests

32.1	A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with their office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

32.2	A Director or alternate Director may act on their own or by, through or on behalf of their firm in a professional capacity for the Company and they or their firm shall be entitled to remuneration for professional services as if they were not a Director or alternate Director.

32.3	A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by them as a director or officer of, or from their interest in, such other company.

32.4	No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or their alternate Director in their absence) shall be entitled to vote on, and be counted in the quorum in relation to, any resolution of the Directors in respect of any contract or transaction in which they are interested, provided that the relevant Director (or alternate Director) has disclosed the nature and extent of his or her interest in any such contract or transaction to the board of Directors prior to any vote thereon.

32.5

A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which they have an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

Minutes

The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors or alternate Directors present at each meeting.

34	Delegation of Directors’ Powers

34.1	The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers, authorities and discretions as they consider desirable to be exercised by that Director, provided that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked forthwith if they cease to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

34.2	The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

34.3	The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

34.4	The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in them.

34.5	The Directors may appoint such officers of the Company (including, for the avoidance of doubt and without limitation, any secretary) as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of their appointment an officer of the Company may be removed by resolution of the Directors or Members. An officer of the Company may vacate their office at any time if they give notice in writing to the Company that they resign their office.

35	Alternate Directors

35.1	Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by them.

35.2	An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which their appointor is a member, to attend and vote at every such meeting at which the Director appointing them is not personally present, to sign any written resolution of the Directors, and generally to perform all the functions of their appointor as a Director in their absence.

35.3	An alternate Director shall cease to be an alternate Director if their appointor ceases to be a Director.

35.4	Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.

35.5	Subject to the provisions of the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for their own acts and defaults and shall not be deemed to be the agent of the Director appointing them.

No Minimum Shareholding

The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

37	Remuneration of Directors

37.1	The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.

37.2	The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond that Director’s ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to their remuneration as a Director.

Seal

38.1	The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer of the Company or other person appointed by the Directors for the purpose.

38.2	The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

38.3	A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over their signature alone to any document of the Company required to be authenticated by them under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

39	Dividends, Distributions and Reserve

39.1

Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.

39.2	Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.

39.3	The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by the Member to the Company on account of calls or otherwise.

39.4	The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.

39.5	Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.

39.6	The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.

39.7	Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.

39.8	No Dividend or other distribution shall bear interest against the Company.

39.9	Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.

Capitalisation

The Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.

41	Untraceable Members

41.1	The Company shall be entitled to sell any Shares of a Member or the Shares to which a person is entitled by virtue of transmission on death or bankruptcy or operation of law if and provided that:

	(a)	all cheques or warrants, not being less than three in number, for any sums payable in cash to the holder of such Shares have remained uncashed for a period of 12 years;

	(b)	the Company has not during that time or before the expiry of the three-month period referred to Article 41.1(d) received any indication of the whereabouts or existence of the Member or person entitled to such Shares by death, bankruptcy or operation of law;

	(c)	during the 12-year period, at least three Dividends in respect of the Shares in question have become payable and no Dividend during that period has been claimed by the Member; and

	(d)	upon expiry of the 12-year period, the Company has caused an advertisement to be published in the newspapers or by electronic communication in the manner in which notices may be served by the Company by Electronic Means as provided in the Articles, given notice of its intention to sell such Shares, and a period of three months has elapsed since such advertisement and the Designated Stock Exchange has been notified of such intention.

The net proceeds of any such sale shall belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds.

41.2

To give effect to any sale contemplated by Article 41.1, the Company may appoint any person to execute as transferor an instrument of transfer of the said Shares and such other documents as are necessary to effect the transfer, and such documents shall be as effective as if they had been executed by the registered holder of or person entitled by transmission to such Shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former Member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former Member or other person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares or other securities in or of the Company or its holding company if any) or as the Directors may from time to time think fit.

42	Books of Account

42.1	The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

42.2	The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.

42.3

For as long as the Company is admitted to trading on a Designated Stock Exchange, the accounts relating to the Company’s affairs shall be audited subject to the requirements of applicable law and the Rules of the Designated Stock Exchange. The accounting principles shall be determined by the Directors by reference to the requirements (if any) of the Designated Stock Exchange, applicable law, regulation or the requirements of any regulatory authority of competent jurisdiction. This Article shall not apply if the Company is no longer admitted to trading on a Designated Stock Exchange.

42.4	The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

Audit

43.1	The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.

43.2	Without prejudice to the freedom of the Directors to establish any other committee, for so long as the Shares (or depositary receipts therefor) are admitted to trading on the Designated Stock Exchange, the Directors shall establish and maintain an Audit Committee as a committee of the Directors, the composition and responsibilities of which shall comply with the charter of the Audit Committee, the Rules of the Designated Stock Exchange, the rules and regulations of the United States Securities and Exchange Commission and all other applicable laws and regulations.

43.3	Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.

43.4	Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.

Notices

44.1

Except as otherwise provided in the Articles, any notice or document may be served by the Company on any Member either personally or by sending it through the post in a prepaid letter addressed to such Member at their registered address as appearing in the Register of Members or, to the extent permitted by the Rules of the Designated Stock Exchange and all applicable laws and regulations, by Electronic Means by transmitting it to any electronic number or address supplied by the Member to the Company, or by placing it on the Company’s website provided that the Company has obtained either (a) the Member’s prior express positive confirmation in writing; or (b) the Member’s deemed consent in the manner specified in the Rules of the Designated Stock Exchange to receive or otherwise have made available to such Member notices and documents to be given or issued to them by the Company by such Electronic Means, or (in the case of notice) by advertisement published in the manner prescribed in the Rules of the Designated Stock Exchange. In the case of joint holders of a Share, all notices shall be given to that holder for the time being whose name stands first in the Register of Members and notice so given shall be sufficient notice to all the joint holders.

44.2	Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

44.3	A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

44.4	Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves because they are a legal personal representative or a trustee in bankruptcy of a Member where the Member but for their death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

45	Winding Up

45.1	If the Company shall be wound up the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up:

	(a)	if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or

	(b)	if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company’s issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.

45.2

If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

46	Indemnity and Insurance

46.1	Every Director and officer of the Company (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former officer of the Company (each an “Indemnified Person”) shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.

46.2	The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

46.3	The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

Financial Year

Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

Transfer by Way of Continuation

If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

Mergers and Consolidations

The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

50	Exclusive Forum

50.1

Unless the Company consents in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, the Articles or otherwise related in any way to each Member’s shareholding in the Company, including but not limited to:

	(a)	any derivative action or proceeding brought on behalf of the Company;

	(b)	any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director, officer or other employee of the Company to the Company or the Members;

	(c)	any action asserting a claim arising pursuant to any provision of the Statute, the Memorandum or the Articles; or

	(d)	any action asserting a claim against the Company governed by the “Internal Affairs Doctrine” (as such concept is recognised under the laws of the United States of America).

50.2	Each Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes.

50.3	Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.

50.4	This Article shall not apply to any action or suits brought to enforce any liability or duty created by the U.S. Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.

EX-3.2 3 ex3-2.htm

Exhibit 3.2

SPECIMEN ORDINARY SHARE CERTIFICATE

NUMBER SHARES

CURRENC GROUP INC.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

ORDINARY SHARES

CUSIP: G47862100

SEE REVERSE FOR

CERTAIN DEFINITIONS

This certifies that __________________________________ is the owner of ______________________

FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES, PAR VALUE US$0.0001 EACH, OF

CURRENC GROUP INC.,

subject to the Company’s fifth amended and restated memorandum and articles of association, as the same may be amended from time to time, and transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile signatures of its duly authorized officers.

Dated:


Chief Executive Officer		Chief Financial Officer

The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s fifth amended and restated memorandum and articles of association, as the same may be amended from time to time, and resolutions of the Board of Directors providing for the issue of ordinary shares (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM –	as tenants in common	UNIF GIFT MIN ACT - __________	Custodian _________
TEN ENT –	as tenants by the entireties	(Cust)	(Minor)
JT TEN –	as joint tenants with right of survivorship	under Uniform Gifts to Minors
	and not as tenants in common	Act ______________
		(State)

Additional abbreviations may also be used though not in the above list.

CURRENCY GROUP INC.

For value received, ___________________________ hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

____________________ ordinary shares represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________ Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.

Dated ____________________


	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:


THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15).

EX-10.1 4 ex10-1.htm

Exhibit 10.1

CURRENC GROUP INC.

2024 EQUITY INCENTIVE PLAN

Section 1. Purpose.

The purpose of the Currenc Group Inc. 2024 Equity Incentive Plan, as it may be amended from time to time (the “Plan”), is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to those employees, non-employee directors, advisors and consultants of Currenc Group Inc. (the “Company”) and its Affiliates and to promote the success of the Company, its Affiliates and their shareholders. Capitalized terms not otherwise defined herein are defined in Section 22.

Section 2. Eligibility.

Any Eligible Person (as defined in Section 22) shall be eligible to be selected to receive an Award under the Plan. Holders of equity compensation awards granted by a company acquired by the Company (or whose business is acquired by the Company) or with which the Company combines (whether by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise) are eligible for grants of Replacement Awards under the Plan.

Section 3. Administration.

(a)

The Plan shall be administered by the Committee. The Board may designate one or more directors of the Company as a subcommittee who may act for the Committee if necessary to satisfy the requirements of this Section. The Committee may issue rules and regulations for administration of the Plan.

(b)

Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Replacement Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise) or any combination thereof, or cancelled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, cancelled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c)

All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its shareholders and Participants and any Beneficiaries thereof.

Section 4. Shares Available for Awards.

(a)

Subject to adjustment as provided in this Section 4, the maximum number of Shares available for issuance under the Plan shall not exceed 4,636,091. Notwithstanding anything in this Plan to the contrary but subject to adjustment as provided in this Section 4 (i) the maximum aggregate number of Shares that may be delivered under the Plan as a result of the exercise of the Incentive Stock Options shall not exceed 4,636,091 and (ii) the sum of the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a Participant who is an Eligible Director during any fiscal year of the Company may not exceed $500,000 in the aggregate.

(b)

Shares underlying Replacement Awards and Shares remaining available for grant under a plan of an acquired company or of a company with which the Company combines (whether by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the acquisition or combination transaction, shall not reduce the number of Shares remaining available for grant hereunder.

(c)

Any Shares subject to an Award that expires, is cancelled, forfeited or otherwise terminates without the issuance of such Shares, including any Shares subject to such Award or award to the extent that such Award or award is settled without the issuance of Shares, shall again be, or shall become, available for issuance under the Plan.

(d)

In the event that, as a result of any dividend, other than recurring ordinary cash dividends, or other distribution (whether in the form of cash, Shares or other securities), recapitalization, share split (share subdivision), reverse share split (share consolidation), reorganization, merger, amalgamation, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to acquire Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, subject to Section 20, adjust equitably any or all of:

(i)

the number and type of Shares (or other securities) which thereafter may be made the subject of Awards;

(ii)

the number and type of Shares (or other securities) subject to outstanding Awards;

(iii)

the grant, acquisition, exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; and

(iv)

the terms and conditions of any outstanding Awards, including the performance criteria of any Performance Awards;

provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(e)

Any Shares issued pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company and held as treasury shares. A Participant shall not have any rights as a shareholder of the Company (including as to voting and dividends) until Shares are actually issued to the Participant following entry upon the Register of Members of the Company.

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Section 5. Restricted Shares and Restricted Share Units.

The Committee is authorized to grant Awards of Restricted Shares and Restricted Share Units (“RSUs”) to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine.

(a)

The applicable Award Agreement shall specify different vesting schedules for different batches of Restricted Shares or RSUs to be awarded, which may be service- and/or performance-based, and, with respect to different batches of Restricted Shares or RSUs, the respective delivery schedules (which may include deferred delivery later than the vesting date) and whether the Award of Restricted Shares or RSUs is entitled to dividends or dividend equivalents, voting rights or any other rights.

(b)

Restricted Shares and RSUs shall be subject to such restrictions as the Committee may impose (including any limitation on the right to vote a Restricted Share or the Share underlying a RSU or the right to receive any dividend, dividend equivalent or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. Without limiting the generality of the foregoing, if the Award relates to Shares on which dividends are declared during the period that the Award is outstanding, the Award shall not provide for the payment of such dividend (or a dividend equivalent) to the Participant prior to the time at which such Award, or applicable portion thereof, becomes nonforfeitable, unless required by applicable law, or otherwise provided in the applicable Award Agreement.

(c)

Any Restricted Shares and RSUs granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including registration on the Register of Members of the Company or issuance of a share certificate or certificates. In the event that any share certificate is issued in respect of Restricted Shares or RSUs granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Shares or RSUs.

Section 6. Options.

The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine. The Committee is also authorized to grant Options with terms and conditions that conform to tax qualification rules in applicable jurisdictions.

All Options granted under the Plan shall be Nonqualified Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code.

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No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Code Section 422(b)(1); provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Code Section 422. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such non-qualification, such Option or portion thereof shall be regarded as a Nonqualified Option appropriately granted under the Plan.

(a)

The applicable Award Agreement shall specify the vesting schedule, which may be service- and/or performance-based.

(b)

The exercise price per Share under an Option shall be determined by the Committee; provided, however, that the exercise price equals or exceeds the greater of the Fair Market Value of such Share and the nominal value of such share, and provided further that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing more than 10% of the total combined voting power of all classes of shares of the Company or any related corporation (as determined in accordance with Treasury Regulation Section 1.422-2(f)), the exercise price per share shall not be less than 110% of the Fair Market Value per share on the date of grant.

(c)

The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option; provided, however, that the Option Period shall not exceed five years from the date of grant in the case of an Incentive Stock Option granted to a Participant who on the date of grant owns shares representing more than 10% of the total combined voting power of all classes of shares of the Company or any related corporation (as determined in accordance with Treasury Regulation Section 1.422-2(f)).

(d)

The Committee shall determine the time or times at which an Option may be exercised in whole or in part.

(e)

The Committee shall determine the methods by which, and the forms in which payment of the exercise price with respect thereto may be made or deemed to have been made, including cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise) or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price.

(f)

With respect to any Incentive Stock Option granted under the Plan: (i) the aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or subsidiary corporation of the Company, as those terms are defined in Code Sections 424(e) and (f), respectively) that become exercisable for the first time by the Participant during any calendar year shall not (to the extent required by the Code at the time of the grant) exceed $100,000; and (ii) if Shares acquired by exercise of an Incentive Stock Option are disposed of within two years following the date the Incentive Stock Option is granted or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Committee may reasonably require.

Section 7. Share Appreciation Rights.

The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine.

(a)

SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”).

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(b)

The exercise price per Share under a SAR shall be determined by the Committee.

(c)

The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR.

(d)

The Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part.

(e)

Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of Shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one Share on the exercise date over the exercise price of such SAR. The Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee.

Section 8. Performance Awards.

The Committee is authorized to grant, in addition to Restricted Shares, RSUs and Options, which are performance-based, other Performance Awards to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine.

(a)

Performance Awards may be denominated as a cash amount, a number of Shares or a combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the Performance Goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee. If the Performance Award relates to Shares on which dividends are declared during the Performance Period, the Performance Award shall not provide for the payment of such dividend (or dividend equivalent) to the Participant prior to the time at which such Performance Award, or the applicable portion thereof, is earned.

(b)

Performance Goals may be measured on an absolute (e.g., plan or budget) or relative basis, and may be established on a corporate-wide basis, with respect to one or more business units, divisions, Subsidiaries or business segments, or on an individual basis. Relative performance may be measured against a group of peer companies, a financial market index or other acceptable objective and quantifiable indices. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the Performance Goals unsuitable, the Committee may modify the minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable. Performance Goals shall be adjusted for material items not originally contemplated in establishing the performance target for items resulting from discontinued operations, extraordinary gains and losses, the effect of changes in accounting standards or principles, acquisitions or divestitures, changes in tax rules or regulations, capital transactions, restructuring, nonrecurring gains or losses or unusual items. Performance Goals may vary from Performance Award to Performance A ward, and from Participant to Participant, and may be established on a stand-alone bas is, in tandem or in the alternative. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 8(b) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements of any applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

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(c)

Settlement of Performance Awards shall be in cash, Shares, other Awards, other property, net settlement or any combination thereof, as determined in the discretion of the Committee. Performance Awards will be settled only after the end of the relevant Performance Period. The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award.

Section 9. Other Share-Based Awards.

The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, acquisition rights for Shares, Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee. The Committee shall determine the terms and conditions of such Awards.

Section 10. Other Cash-Based Awards.

Section 11. Effect of Leave of Absence or Termination of Service on Awards.

(a)

The Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, the circumstances in which, and the extent to which, an Award may continue to vest in the event of any unpaid leave of absence in excess of 60 days or as otherwise provided for by the Committee; provided, however, that in the absence of such determination, vesting of Awards shall be tolled during any such unpaid leave (unless otherwise required by applicable laws).

(b)

The Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, the circumstances in which, and the extent to which, an Award may be exercised, settled, vested, paid or forfeited in the event of a Participant’s Termination of Service prior to the vesting, exercise or settlement of such Award or the end of a Performance Period.

Section 12. Change in Control.

(a)

In the event of a Change in Control, the Committee may provide that an Award shall vest and become immediately exercisable with respect to all or any portion of the Shares subject to such Options or SARs, the restricted period shall expire immediately with respect to all or any portion of the outstanding shares of Restricted Shares or RSUs and all or any portion of any Other Share-based Awards or Other Cash-Based Awards shall be vested.

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(b)

With respect to Performance Awards, in the event of a Change in Control, all incomplete Performance Periods with respect to such Awards in effect on the date the Change in Control occurs shall end on the date of such change and the Committee shall either (1)(i)(x) determine the extent to which Performance Goals with respect to such Performance Period have been met based upon such audited or unaudited financial information then available as it deems relevant and (y) cause to be paid to the applicable Participant partial or full Awards with respect to Performance Goals for each such Performance Period based upon the Committee’s determination of the degree of attainment of Performance Goals or, (ii) assume that the applicable “target levels” of performance have been attained, or (2) use such other basis determined by the Committee.

(c)

The Committee may provide that, in the event of a Change in Control, the Participant may retain any tag-along rights, or any rights to sell the Awards under any Company repurchase arrangements.

Section 13. Repurchase Rights.

The Company reserves the right, but not the obligation, to repurchase Awards and Shares underlying Awards held by a Participant in the event that the Participant ceases to be an Eligible Person.

Section 14. Lock-Up.

To the extent required by the underwriters, and except (1) as otherwise approved by the Committee, or (2) pursuant to this Section 14, Shares acquired by a Participant pursuant to the issuance, vesting, exercise, or settlement of any Award granted hereunder may not be sold, transferred, or otherwise disposed of prior to such period designated by the underwriters (the “Lock-Up Period”). The Company may impose stop-transfer instructions with respect to the Shares subject to the foregoing restriction until the end of such Lock-Up Period.

Section 15. General Provisions Applicable to Awards.

(a)

Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

(b)

Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(c)

Subject to the terms of the Plan and Section 20, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement or any combination thereof, as determined by the Committee in its discretion, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.

(d)

Except as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable, pledgeable or otherwise transferable by a Participant otherwise than by will, the laws of descent and distribution or pursuant to Section l5(e) and (ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. The provisions of this Section l5(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.

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(e)

A Participant may designate a Beneficiary or change a previous Beneficiary designation at such times prescribed by the Committee by using forms and following procedures approved or accepted by the Committee for that purpose.

(f)

All certificates, if any, for Shares, and/or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the U.S. Securities and Exchange Commission (the “SEC”), any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(g)

Without limiting the generality of Section l5(h) or Section 15(i), the Committee may impose restrictions on any Award with respect to non-competition, non-solicitation, confidentiality and other restrictive covenants, or requirements to comply with minimum share ownership requirements, as it deems necessary or appropriate in its sole discretion.

(h)

The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include a Termination of Service with or without Cause (and, in the case of any Cause that is resulting from an indictment or other non-final determination, the Committee may provide for such Award to be held in escrow or abeyance until a final resolution of the matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited (as provided in such Award Agreement) or remain in effect, depending on the outcome), violation of material policies, breach of non-competition, non-solicitation, unlawful behaviors, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.

(i)

Rights, payments and benefits under any Award shall be subject to repayment to or recoupment (“clawback”) by the Company for unlawful behavior and in accordance with such non-competition and nonsolicitation policies and procedures as the Committee or Board may adopt from time to time and those applicable to Participants under applicable employment agreements, including policies and procedures to implement applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

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Section 16. Amendments and Termination.

(a)

Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval, if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, or to impose any recoupment provisions on any Awards in accordance with Section 15(i). Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan or any Award Agreement in such manner as may be necessary or desirable to enable the Plan or such Award Agreement to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local laws, rules and regulations to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country.

(b)

The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award; provided, however, that, subject to Section 4(c) and Section 15(c), no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, or to impose any recoupment provisions on any Awards in accordance with Section l5(i). Notwithstanding the foregoing, without stockholder approval, except as otherwise permitted elsewhere in the Plan, (i) no amendment or modification may reduce the exercise price of any Option or SAR, (ii) the Committee may not cancel any outstanding Option or SAR where the Fair Market Value of the Shares underlying such Option or SAR is less than its exercise price and replace it with a new Option or SAR, another Award or cash and (iii) the Committee may not take any other action that is considered a “repricing” for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Shares are listed or quoted.

(c)

Except as provided in Section 8(b), the Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including the events described in Section 4(c)) affecting the Company, or the financial statements of the Company, or of changes in applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

(d)

The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

Section 17. Miscellaneous.

(a)

No employee, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient, including as necessary or desirable to recognize differences in local law, tax policy or custom. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.

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(b)

No payment pursuant to the Plan shall be taken into account in determining any benefits under any severance, pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate, except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

(c)

The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Award Agreement.

(d)

Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(e)

The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(f)

If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect.

(g)

No Shares shall be issued pursuant to the Plan in the event the Company determines that: (i) it and the Participant have not taken all actions required to register the Shares under the Securities Act and any other applicable securities laws and there is no exemption from such registration under applicable law; (ii) an applicable listing requirement of any stock exchange on which the Company is listed has not been satisfied; or (iii) another applicable provision of law has not been satisfied.

(h)

Each Award Agreement shall provide that no Shares shall be purchased or sold thereunder unless and until (a) any then applicable requirements of any state or federal laws and regulatory agencies in any applicable country have been fully complied with to the satisfaction of the Company and its counsel and (b) if required to do so by the Company, the Participant has executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Committee may require. The Company shall use reasonable efforts to seek to obtain from each regulatory com miss ion or agency having juris diction over the Plan such authority as may be required to grant Awards and to issue and sell Shares upon exercise of the Awards; provided, however, that this undertaking shall not require the Company to register und er the Securities Act the Plan, any Award or any Shares issued or issuable pursuant to any such Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Shares under the Plan, the Company shall be relieved from any liability for failure to issue and sell Shares upon exercise of such Awards unless and until such authority is obtained.

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(i)

Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(j)

No fractional Shares shall be issued pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be repurchased and canceled.

(k)

Notwithstanding anything to the contrary herein, the terms and conditions of this Plan may be adjusted with respect to a particular country by means of a Sub-Plan in the form of an addendum to this Plan, and to the extent that the terms and conditions set forth in the Sub-Plan conflict with any provisions of this Plan, the provisions of the applicable Sub-Plan shall govern. Terms and conditions set forth in a Sub-Plan shall apply only to Awards issued to Participants under the jurisdiction of the specific country that is subject of the Sub-Plan and shall not apply to Awards issued to any other Participants. The adoption of any such Sub-Plan shall be subject to the approval of the Board, and, if required, the approval of the shareholders of the Company.

Section 18. Effective Date of the Plan.

The Plan is effective as of the date the Plan is approved by the Board, subject to subsequent approval, within 12 months of its adoption by the Board, by shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of any laws, regulations, and obligations of the Company applicable to the Plan.

Section 19. Term of the Plan.

No Award shall be granted under the Plan after the earliest to occur of (i) the tenth anniversary of the effectiveness of the Plan (the “Plan Expiration Date”); provided that to the extent permitted by the listing rules of any stock exchanges on which the Company is listed, such Plan Termination Date may be extended indefinitely so long as the maximum number of Shares available for issuance under the Plan have not been issued, (ii) the maximum number of Shares available for issuance under the Plan have been issued or (iii) the Board terminates the Plan in accordance with Section 16(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

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Section 20. Sections 409A and 457A of the Code.

(a)

With respect to Awards subject to Section 409A and 457A of the Code, the Plan is intended to comply with the requirements of Section 409A and 457A of the Code, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A and 457A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict. If an amount payable under an Award as a result of the Participant’s Termination of Service (other than due to death) occurring while the Participant is a “specified employee” under Section 409A of the Code constitutes a deferral of compensation subject to Section 409A of the Code, then payment of such amount shall not occur until six months and one day after the date of the Participant’s Termination of Service, except as permitted under Section 409A of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A and 457A of the Code.

(b)

Notwithstanding any provision of the Plan to the contrary or any Award Agreement, in the event the Committee determines that any Award may be subject to Section 409A or Section 457A of the Code, the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A or Section 457A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A or Section 457A and thereby avoid the application of any adverse tax consequences under such Sections.

(c)

Notwithstanding any provision of the Plan to the contrary or any Award Agreement, a termination of employment shall not be deemed to have occurred for purposes of any provision of an Award that is subject to Section 409A providing for payment upon or following a termination of a Participant’s employment unless such termination is also a “separation from service” and, for purposes of any such provision of such Award, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

Section 21. Governing Law.

The Plan and each Award Agreement shall be governed by the laws of the Cayman Islands. The Company, its Affiliates and each Participant (by acceptance of an Award) irrevocably submit, in respect of any suit, action or proceeding related to the implementation or enforcement of the Plan, to the exclusive jurisdiction of the competent courts in the Cayman Islands.

Section 22. Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

(a)

“Affiliate” means (i) any entity that, directly or indirectly, is controlled by the Company, (ii) any entity in which the Company, directly or indirectly, has a significant equity interest, in each case as determined by the Committee; or (iii) any other entity which the Committee determines should be treated as an “Affiliate.”

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(b)

“Award” means any Option, SAR, Restricted Shares, RSU, Performance Award, Other Share-Based Award or Other Cash-Based Award granted under the Plan.

(c)

“Award Agreement” means any agreement, contract or other instrument or document, which may be in electronic format, evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.

(d)

“Beneficiary” means a person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. If no such person is named by a Participant, or if no Beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate.

(e)

“Board” means the board of directors of the Company.

(f)

“Cause” means, with respect to any Participant, “cause” as defined in such Participant’s employment agreement with the Company, if any, or if not so defined, except as otherwise provided in such Participant’s Award Agreement or as determined by the Committee, such Participant’s:

(i)

indictment for any crime (A) constituting a felony, or (B) that has, or could reasonably be expected to result in, an adverse impact on the performance of a Participant’s duties to the Company or any of its Subsidiaries, or otherwise has, or could reasonably be expected to result in, an adverse impact to the business or reputation of the Company or any of its Subsidiaries;

(ii)

having been the subject of any order, judicial or administrative, obtained or issued by any securities law regulator, (including the SEC) for any securities violation involving fraud, including, for example, any such order consented to by the Participant in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied.

(iii)

conduct, in connection with his or her employment or service, which is not taken in good faith and has, or could reasonably be expected to result in, material injury to the business or reputation of the Company or any of its Subsidiaries;

(iv)

violation of the Company’s code of conduct or other material policies set forth in the manuals or statements of policy of the Company or any of its Subsidiaries;

(v)

neglect in the performance of a Participant’s duties for the Company or any of its Subsidiaries or failure or refusal to perform such duties; or

(vi)

material breach of any applicable employment agreement or other agreement with the Company.

The occurrence of any such event described in clauses (ii) through (vi) that is susceptible to cure or remedy shall not constitute Cause if such Participant cures or remedies such event within 30 days after the Company provides notice to such Participant.

(g)

“Change in Control” means the occurrence of any one or more of the following events:

(i)

a direct or indirect change in beneficial ownership or control of the Company effected through one transaction or a series of related transactions within a 12-month period, whereby (a) any Person other than the Company, any member of the Kong Group or a holding company on behalf of any member of the Kong Group, directly or indirectly acquires beneficial ownership of securities of the Company constituting more than fifty percent (50%) of the total issued share capital of the Company immediately after such acquisition; and (b) Kong sells, transfers or otherwise disposes of more than fifty percent (50%) of the securities of the Company that he beneficially owns, directly or indirectly, as of the Effective Date;

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(ii)

at any time during a period of 24 consecutive months, individuals who at the beginning of such period constituted the Board cease for any reason to constitute a majority of members of the Board; provided, however, that any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, shall be considered as though such individual were a member of the Board at the beginning of the period, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii)

the consummation of a merger, amalgamation or consolidation of the Company or any of its Subsidiaries with any other corporation or entity, other than a merger, amalgamation or consolidation which would result in the voting securities of the Company issued and outstanding immediately prior to such merger, amalgamation or consolidation continuing to represent (either by remaining issued and outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) at least fifty percent (50%) of the combined voting power and total Fair Market Value of the securities of the Company or such surviving entity or parent issued and outstanding immediately after such merger, amalgamation or consolidation; or

(iv)

the consummation of any sale, lease, exchange or other transfer to any Person (other than an Affiliate of the Company), in one transaction or a series of related transactions within a 12-month period, of all or substantially all of the assets of the Company and its Subsidiaries.

Notwithstanding the foregoing or any provision of any Award Agreement to the contrary, for any Award to which Section 12 applies that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as defined in Section 409A and 457A of the Code), if the event that constitutes such Change in Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A and 457A of the Code), such amount shall not be distributed on such Change in Control but instead shall vest as of the date of such Change in Control and shall be paid on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring any additional tax, penalty, interest or other expense under Section 409A and 457A of the Code.

(h)

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.

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(i)

“Committee” means the Compensation Committee of the Board or such other committee as may be designated by the Board. If the Board does not designate the Committee, or, at the Board’s discretion with respect to any action, references herein to the “Committee” shall refer to another committee of at least two directors designated by the Board, each of whom shall be (i) a “non-employee director” within the meaning of Rule 16b-3 (or any successor rule) under the Exchange Act, unless administration of the Plan by “non-employee directors” is not then required in order for exemptions under Rule 16b-3 to apply to transactions under the Plan and (ii) “independent” as defined by the rules of the international, national or regional securities exchange on which any securities of the Company are listed for trading, and if not listed for trading, by the rules of the Nasdaq Stock Market.

(j)

“Consultant” means any person, including an advisor, consultant or agent, engaged by the Company or a Subsidiary or Affiliate to render services to such entity or who renders, or has rendered, services to the Company or any Subsidiary or Affiliate and is compensated for such services.

(k)

“Disability” means, unless otherwise provided for in the Participant’s employment agreement or Award Agreement or as otherwise determined by the Committee, any medically determinable physical or mental impairment resulting in the Participant’s inability to engage in any substantial gainful activity, where such impairment is likely to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as determined reasonably and in good faith by the Committee.

(l)

“Eligible Director” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

(m)

“Eligible Person” with respect to an Award denominated in Shares, means any (i) Employee; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement which includes rules regarding equity entitlement or in an agreement or instrument relating thereto; (ii) Eligible Director of the Company or an Affiliate; (iii) Consultant to the Company or an Affiliate; provided that if the Securities Act applies such persons must be eligible to be offered securities registrable on Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or any of its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or begins providing services to the Company or any of its Affiliates).

(n)

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.

(o)

“Fair Market Value” means, unless otherwise determined by the Committee, (i) with respect to a Share, the closing price of a Share on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined by the Committee, and (ii) with respect to and property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

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(p)

“Incentive Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Code Section 422 and otherwise meets the requirements set forth in the Plan.

(q)

“Kong” means Alex Kong.

(r)

“Kong Group” means Kong, CHU Kar Yin Catalina and Takis Wong.

(s)

“Nonqualified Option” means an Option that is not designated by the Committee as an Incentive Stock Option.

(t)

“Non-Employee Director” means a member of the Board who is not an employee of the Company or an Affiliate.

(u)

“Option” means an option representing the right to acquire Shares from the Company, granted in accordance with the provisions of Section 6.

(v)

“Other Cash-Based Award” means an Award granted in accordance with the provisions of Section 10.

(w)

“Option Price” means the product of (x) the number of Shares subject to the Award, multiplied by (y) the exercise price.

(x)

“Other Share-Based Award” means an Award granted in accordance with the provisions of Section 9.

(y)

“Participant” means the recipient of an Award granted under the Plan.

(z)

“Performance Award” means an Award granted in accordance with the provisions of Section 8.

(aa)

“Performance Goals” means, for a Performance Period, the one or more criteria, objectives or measurements established by the Committee for the Performance Period based upon business criteria or other performance measures determined by the Committee in its discretion.

(bb)

“Performance Period” means the period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such A ward are measured.

(cc)

“Person” means a natural person or a partnership, company, association, cooperative, mutual insurance society, foundation or any other body which operates externally as an independent unit or organization.

(dd)

“Replacement Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or business acquired by the Company or with which the Company, directly or indirectly, combines (whether by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise).

(ee)

“Restricted Shares” means any Share granted in accordance with the provisions of Section 5.

(ff)

“RSU” means a contractual right granted in accordance with the provisions of Section 5 that is denominated in Shares. Each RSU represents a right to receive the value of one Share. Awards of RSUs may include the right to receive dividend equivalents.

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(gg)

“SAR” means any right granted in accordance with the provisions of Section 7 to receive upon exercise by a Participant or settlement the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise price of the right on the date of grant, or if granted in connection with an Option, on the date of grant of the Option.

(hh)

“Securities Act” means the Securities Act of 1933, as amended.

(ii)

“Shares” means the ordinary shares issued or to be issued by the Company

(jj)

“Sub-Plan” means any supplement or sub-plan to this Plan adopted by the Board, applicable to Participants employed or otherwise engaged in a certain country or region or subject to the laws of a certain country or region, as deemed by the Board to be necessary or desirable to comply with the laws of such country or region, or to accommodate the tax policy or custom thereof, which, if and to the extent applicable to any particular Participant, shall constitute an integral part of this Plan.

(kk)

“Subsidiary” means any corporation, limited liability company, joint venture or partnership of which the Company (a) directly or indirectly owns more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests, or (iii) the capital or profit interest s, in the case of a partnership; or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

(ll)

“Termination of Service” means:

(i)

in the case of a Participant who is an employee of the Company or an Affiliate, cessation of the employment relationship such that the Participant is no longer an employee of the Company or Subsidiary or Affiliate;

(ii)

in the case of a Participant who is a Non-Employee Director, the date that the Participant ceases to be a member of the Board for any reason; or

(iii)

in the case of a Participant who is a consultant or other advisor, the effective date of the cessation of the performance of services for the Company or any Subsidiary;

provided, however, that in the case of an employee, the transfer of employment from the Company to an Affiliate, from an Affiliate to the Company, from one Affiliate to another Affiliate or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company or an Affiliate as a member of the Board or a consultant or other advisor shall not be deemed a cessation of service that would constitute a Termination of Service ; and provided further that a Termination of Service will be deemed to occur for a Participant employed by an Affiliate when an Affiliate ceases to be an Affiliate, unless such Participant’s employment continues with the Company or another Affiliate.

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EX-10.5 5 ex10-5.htm

Exhibit 10.5

CONVERTIBLE NOTE PURCHASE AGREEMENT

This Convertible Note Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of August 31, 2024, by and between (A) Currenc Group Inc., a Cayman Islands exempted company with limited liability (“Currenc” or the “Company”); (B) Seamless Group Inc. (“Seamless”).and (C) Pine Mountain Holdings Limited, a company organized under the laws of the British Virgin Islands, or its designated Affiliate (the “the Purchaser”). The Company, Seamless and the Purchaser are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, on August 3, 2022, InFinT Acquisition Corporation (“InFinT”) entered into a business combination agreement, which was amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023 (as amended and it may be further amended from time to time, collectively, the “Business Combination Agreement” or the “Transaction Agreement”), with FINTECH Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of InFinT (“Merger Sub”), and Seamless.

WHEREAS, the Business Combination Agreement provides that, among other things, Merger Sub would merge with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of InFinT (the “merger” and the merger and the other transactions contemplated by the Business Combination Agreement, together, the “Transaction”). In connection with the Transaction, InFinT would also change its corporate name to “Currenc Group Inc.”

WHEREAS, in connection with the Transaction, the Company agrees to issue, and the Purchaser agrees to purchase, the convertible promissory note (the “Note”) substantially in the form attached hereto as Exhibit A in an aggregate principal amount of US$1,944,444, upon and subject to the terms and conditions set forth in this Agreement. The proceeds of the Note issue are intended to provide the Company, Merger Sub Corp. and Seamless proceeds necessary to, among other things, effectuate the Business Combination Agreement.

NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

AGREEMENT

1	DEFINITIONS AND INTERPRETATION

Definitions. As used herein, the following terms shall have the meanings set forth below:

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, such specified Person.

“Agreement” shall have the meaning specified in the preamble.

“Business Day” means any day that is not a Saturday, a Sunday or another day on which banks are required or authorized by laws to be closed in New York City.

“Business Combination Closing” shall have the meaning specified in Section2.3.

“Closing” shall have the meaning specified in Section 2.2.

“Closing Date” means the date on which the Closing occurs.

“Commitment Shares” shall have the meaning specified in Section2.4.

“Company” shall have the meaning specified in the preamble.

“Control” (including the terms “Controlled by” and “under common Control with”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Effective Registration Date” means the date when the Ordinary Shares to be issued pursuant to the Note are freely tradable.

“Note” shall have the meaning specified in the recitals.

“Noteholder” means the holder of the Note at the relevant time.

“Ordinary Shares” means the ordinary shares, par value US$0.0001 per share, of the Company.

“Parties” shall have the meaning specified in the preamble.

“Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, organization or entity (including any governmental entity).

“Purchaser” shall have the meaning specified in the preamble.

“Securities” shall have the meaning specified in Section 6.2.

“Securities Act “ shall have the meaning specified in Section 3.1.1.

“Termsheet” means the termsheet entered into among the Company, Seamless and the Purchaser relating to the subscription of the Note.

“Warrant” shall have the meaning specified in Section2.3.

2	PURCHASE AND SALE OF SECURITIES

2.1

Issuance of the Notes. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to the Purchaser, and the Purchaser shall subscribe for and purchase from the Company, a Note with an aggregate principal amount of US$1,944,444 (“Principal Amount”), at the issue price of US$1,750,000 (“Issue Price”), which represents a 10% discount to the Principal Amount.

2.2

Closing.

2.2.1

Subject to the satisfaction of the conditions in Article 8, the closing of the transactions contemplated in Section 2.1 (the “Closing”) shall take place at such places as the Parties mutually agree in writing, on the earlier of (i) the date which is no more than three (3) days after the signing of the Termsheet; (iii) the date of the Business Combination Closing, or (ii) such other date and time as may be mutually agreed in writing by the Company and the Purchaser.

2.2.2

Within one (1) day after of Closing:

(a)

the Purchaser shall pay the Issue Price in U.S. dollars by wire transfer of immediately available funds to a bank account designated in writing by the Company; and

(b)

subject to receipt of the payment, the Company shall:

(i)

deliver to the Note, with an aggregate Principal Amount of US$1,944,444 and registered in the name of the Purchaser duly executed by the Company;

(ii)

deliver to the Purchaser the Warrant Certificate, duly executed by the Company; and

(iii)

deliver to the Purchaser the Commitment Shares, duly executed by the Company.

2.3

Warrants.

2.3.1

In consideration of the Purchaser’s subscription of the Note, following the closing of the Business Combination Agreement (the “Business Combination Closing”), the Purchaser shall receive a Warrant (the “Warrant”) to purchase Ordinary Shares as follows:

	(a)	Coverage: 70% (i.e. 70% of Ordinary Shares the Note is convertible into on Closing).
	(b)	Exercise Price: US $11.50
	(c)	Exercise Period: 5 years.
	(d)	Anti-Dilution Protection: The warrants shall have anti-dilution protection on the price on with respect to future equity offerings of the Company priced at or above $2.00 per share and full anti-dilution protection on price and quantity with respect to future equity offerings of the Company priced below $2.00 per share.
	(e)	Exercise: Cash exercise once the shares underlying the warrants (the “Warrant Shares”) are registered, and either cash or cashless exercise prior to registration. In the event the Warrant Shares are not registered within 12 months, warrant holders have the option to cashless exercise each warrant for 0.8 Common Shares.

2.3.2

If the Business Combination Closing does not occur for any reason, the Purchaser shall not receive any Warrant. For clarity, if the Business Combination Closing does occur, the Purchaser shall receive the Warrant even if the Purchaser elects to not convert all of the outstanding principal of the Note.

2.4	Commitment Shares. In consideration of the Purchaser’s subscription of the Note, following the Business Combination Closing, the Company shall issue to the Purchaser 400,000 Ordinary Shares, credited as fully-paid (the “Commitment Shares”).

3	PIGGYBACK REGISTRATION

3.1	Piggyback Registration:

3.1.1

If the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), whether for its own account or for the account of other security holders, the Company shall give prompt written notice to the Noteholder of its intention to do so.

3.1.2

Upon the written request of the Noteholder given within 20 days after the Company provides such notice, the Company shall use its best efforts to cause all Ordinary Shares held by the Noteholder (the “Piggyback Shares”) to be included in such registration, subject to the provisions of this Section.

3.2	Cutback Provision:

3.2.1

If the managing underwriter(s) of any underwritten public offering advise the Company in writing that the total number of securities, including the Piggyback Shares, which the Noteholder and any other persons intend to include in the offering, exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offering (the “Maximum Offering Size”), then the Company shall include in such registration only that number of such securities, including the Piggyback Shares, which in the reasonable opinion of such managing underwriter(s) can be sold without adversely affecting the marketability of the offering, with such shares to be allocated pro rata among the selling shareholders according to their respective ownership of the Company’s Ordinary Shares.

3.3

Expenses:

The Company shall bear all expenses incurred in connection with each registration of Piggyback Shares pursuant to this Section, except for underwriting discounts, commissions, and transfer taxes applicable to the sale of the Piggyback Shares.

3.4	Ongoing Registration Commitment:

The Company hereby undertakes to use its best efforts to effect at least one registration of its securities under the Securities Act per calendar year, for as long as (i) the Noteholder continue to hold any Ordinary Shares that were issued upon conversion of the Notes, (ii) and the Noteholder did not have the opportunity to register such shares pursuant to the prior registrations made by the Company.

4	OWNERSHIP LIMIT

Except with the consent of the Company, the Purchaser shall not own more than 4.99%. of the Ordinary Shares of the Company in issue from time to time (“Ownership Limit”). No conversion of the Note shall be valid if any such conversion would result in the Purchaser holder in excess of the Ownership Limit.

5	PRINCIPAL MARKET REGULATION

5.1

The Company shall not issue any Ordinary Shares upon conversion of the Note, or otherwise pursuant to the terms of this Note, if the issuance of such Ordinary Shares would exceed the aggregate number of Ordinary Shares which the Company may issue upon conversion of the Notes, or otherwise pursuant to the terms of the Notes, without breaching the Company’s obligations under the rules or regulations of the Principal Market (the aggregate number of shares which may be issued under the Notes and Warrants without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”), except that such limitation shall not apply in the event that the Company:

5.1.1

obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of Ordinary Shares in excess of such amount; or

5.1.2

obtains a written opinion from counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Holder.

5.2

If the conversion of the Note will result in Section 5.1 being breached, the Company shall be entitled to cut back amount of the Note that can be converted until such time as either the condition in Section 5.1.1, the condition in 5.1.2 has been fulfilled or the Company is otherwise permitted to issue the Ordinary Shares without breaching Section 5.1. The Company shall make reasonable endeavours to procure the satisfaction of these conditions without undue delay.

6	PURCHASER’S REPRESENTATIONS AND WARRANTIES

The Purchaser hereby represents, warrants, acknowledges and agrees to the following for the benefit of the Company as set forth in this Article 6:

6.1

The Purchaser has obtained and read (i) this Agreement, (ii) the memorandum and articles of association and/or other applicable formation and governing documents of the Company (the “Organizational Documents”), (iii) the Term Sheet, (iv) the Risk Factors attached as Exhibit B, (v) the public reports of Currenc available online at https://www.sec.gov/, and (vi) any other documents specifically requested by the Purchaser. All documents described in clauses (i) through (vi) above are collectively referred to hereinafter as the “Disclosure Documents”. the Purchaser has read and understands the Disclosure Documents.

6.2	The Purchaser: (i) has, either alone or with the assistance of a professional advisor, sufficient knowledge and experience in financial and business matters that the Purchaser believes himself/herself/itself capable of evaluating the merits and risks of a prospective investment in the Note and the Ordinary Shares issuable upon conversion of the Note (collectively, the “Securities”) and the suitability of an investment in the Company, in light of the Purchaser’s financial condition and investment needs, and legal, tax and accounting matters; (ii) has not relied on the Company or any of its representatives for financial, tax or legal advice, and (iii) is investing in the Company, solely on the basis of the information set forth in Disclosure Documents, irrespective of any other information which the Purchaser may have received from the Company, Seamless or its representatives.
6.3	The Purchaser has been given access to full and complete information regarding the Company and has utilized such access to the Purchaser’s satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Disclosure Documents. Particularly, the Purchaser has been given reasonable opportunity to meet with or contact Company representatives for the purpose of asking questions of, and receiving answers from, such representatives concerning the terms and conditions of the Offering and to obtain any additional information, to the extent reasonably available, necessary to verify the accuracy of information provided in the Disclosure Documents.
6.4	The Purchaser acknowledges that an investment in the Securities involves a high degree of risk, including but not limited to the risk of losing the Purchaser’s entire investment in the Company.
6.5	The Purchaser acknowledges that no federal or state agency, including the U.S. Securities and Exchange Commission (the “SEC”) or the securities commission or authority of any state, has approved or disapproved the Securities, passed upon or endorsed the merits of the sale of the Securities or the accuracy or adequacy of the Disclosure Documents, or made any finding or determination as to the fairness or fitness of the Securities for public sale.

6.6	The Purchaser has relied upon the advice of the Purchaser’s legal counsel and accountants or other financial advisors with respect to tax and other considerations relating to the purchase of Securities. the Purchaser is not relying upon the Company or Seamless with respect to the economic considerations involved to make an investment decision in the Securities.
6.7	if the Purchaser is an entity or unincorporated association: (i) the Purchaser has the requisite corporate or other power and authority to enter into and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by the Purchaser’s board of directors or other governing body and no further consent or authorization of the Purchaser, its board of directors or its shareholders, members or other interest holders is required; and (iii) the Purchaser was not formed or organized for the purpose of acquiring the Securities.
6.8	The Purchaser is not required to give any notice to, make any filing, application or registration with, obtain any authorization, consent, order or approval of or obtain any waiver from any person or entity in order to execute and deliver this Agreement or to consummate the transactions contemplated hereby, except for filings required by applicable state securities laws and regulations.
6.9	Neither the execution and delivery by the Purchaser of this Agreement, nor the consummation by the Purchaser of the transactions contemplated hereby, will (i) violate any law, rule, injunction, or judgment of any governmental agency or court to which the Purchaser is subject or any provision of its charter, bylaws, trust agreement, or other governing documents or (ii) conflict with, result in a breach of, or constitute a default under, any agreement, contract, lease, license, instrument, or other arrangement to which the Purchaser is a party or by which the Purchaser is bound or to which any of its assets is subject.
6.10	The Purchaser is a bona fide resident of (or, if an entity, is organized or incorporated under the laws of, and is domiciled in), and received the offer and decided to invest in the Securities, in the state or jurisdiction set forth as the Purchaser’s mailing address on the signature page to this Agreement.
6.11	The Purchaser intends to receive and hold the Securities for the Purchaser’s own account. the Purchaser has no contract, undertaking, agreement or arrangement with any person or entity to sell or otherwise transfer the Securities to any such person or entity or to have any such person or entity sell the Securities on the Purchaser’s behalf.
6.12	The Purchaser has no need for immediate liquidity with respect to his, her or its investment and has sufficient income to meet the Purchaser’s current and anticipated obligations. The loss of the Purchaser’s entire investment in the Securities would not cause financial hardship to the Purchaser and would not adversely affect the Purchaser’s current standard of living, if applicable. In addition, the overall commitment of the Purchaser to investments that are not readily marketable is not disproportionate to the Purchaser’s net worth and the Purchaser’s investment in the Securities will not cause such overall commitment to become excessive.
6.13	The Purchaser is not aware of any occurrence, event or circumstance upon the happening of which the Purchaser intends to transfer or sell the Securities and the Purchaser does not have any present intention to transfer or sell the Securities after a lapse of any particular period of time.
6.14	The Purchaser has been informed that, in the view of the SEC and certain state securities commissions, a purchase of the Securities with a current intent to resell, by reason of any foreseeable specific contingency or anticipated change in market values, any change in the condition of the Company or the investment market as a whole, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Securities, would represent a purchase with an intent inconsistent with the representations set forth above, and that the SEC and certain state securities commissions might regard such sale or disposition as a deferred sale with regard to which an exemption from registration is not available.

6.15

The Purchaser is an “accredited investor” as defined in Regulation D of the Securities Act.

6.16

Transfer Restrictions. With respect to the registration status and transferability of the Securities, the Purchaser understands, acknowledges and agrees that:

6.16.1

Neither the offer nor the sale of the Securities to be issued in connection with this subscription and the Offering have been registered under the Securities Act or under applicable state securities laws on the grounds that they are being issued in a transaction (i) involving a limited group of knowledgeable investors familiar with the proposed operations of the Company, and (ii) not involving a public offering and that, consequently, such transaction is exempt from registration under the Securities Act and applicable state securities laws. The Company will rely on the Purchaser’s representations herein as a basis for exemptions from the Securities Act’s registration requirements.

6.16.2

As a result of the offer and sale of the Securities in a transaction exempt from the registration requirements of the Securities Act, the Securities may not be sold, transferred or otherwise disposed of except pursuant to an effective registration statement or appropriate exemption from registration under the Securities Act and applicable state law and, as a result, the undersigned may be required to hold the Securities for an indefinite period of time.

6.16.3

the Purchaser acknowledges and agrees that the Securities are subject to restrictions on transfer and will bear restrictive legends in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, ALL AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

6.16.4

In addition to the restrictions on transfer of the Securities imposed by applicable federal and state securities laws, the Ordinary Shares, as applicable, will, upon issuance, be subject to the terms and conditions of the Organizational Documents of the Company.

6.17

Further Assurances. Upon the conversion of the Note (as described therein) or the exercise of a Warrant, the Purchaser (or any successors of the Purchaser) hereby agrees to execute any documents reasonably requested by the Board of Directors of the Company for the purpose of admitting the Purchaser as a stockholder of the Company in a manner compliant with the applicable law.

7	The Company’s Representations and Warranties

7.1	The Company hereby represents and warrants to the Purchaser that the following representations and warranties are true and complete as of the date hereof:

7.1.1

Organization; Good Standing; and Entity Power.

(a)

The Company is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as now conducted.

(b)

The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, to issue and sell the Note, and to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated thereby. All necessary action has been taken by the Company with respect to the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated thereby.

7.1.2

Authorization. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company, enforceable against it in accordance with its respective terms, subject to (i) applicable bankruptcy, insolvency, reorganization and moratorium laws, (ii) other laws of general application affecting the enforcement of creditors’ rights generally and general principles of equity and (iii) the limitation by federal or state securities laws or by public policy of rights to indemnification.

7.1.3

Warrants; Ordinary Shares. After the Business Combination Closing, the Company shall ensure that the Company at all times maintain a number of authorized but unissued Ordinary Shares sufficient to satisfy the obligations under the Note and Warrant. When issued in compliance with the provisions of the Note or Warrant, the Ordinary Shares issuable will be validly issued, fully paid and non-assessable.

7.2

Lock-Up. The Company undertakes to procure that shareholders of Seamless who shall receive Ordinary Shares upon the merger and who shall hold 5% or more of the Ordinary Shares in issue immediately after the Business Combination Closing shall be subject to 6-month lock-up beginning from the Effective Registration Date, subject to certain carveouts to satisfy regulatory and Nasdaq requirements.

8	CONDITIONS TO CLOSING

8.1	Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated under this Agreement are subject to the satisfaction of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion:

8.1.1

each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date;

8.1.2

the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; and

8.1.3

no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof.

8.2	Conditions to the Company’s Obligations. The obligations of the Company to consummate the transactions contemplated under this Agreement are subject to the satisfaction of the following conditions, any of which may be waived in writing by the Company in its sole discretion:

8.2.1

each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date;

8.2.2

Purchaser shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; and

8.2.3

9	TERMINATION

9.1	Termination. This Agreement may be terminated, and the transactions contemplated by this Agreement abandoned at any time prior to the Closing:

9.1.1

by mutual written agreement of the Parties;

9.1.2

by either Party if any law or final, non-appealable injunction or order shall have been enacted or issued which has the effect of prohibiting the transactions contemplated hereunder; provided, however, that the right to terminate this Agreement pursuant to this section shall not be available to any Party if the issuance of such law, injunction or order was initiated by, or primarily due to a breach by, such Party of this Agreement;

9.1.3

by either Party if the Closing shall not have occurred by the seventh (7th)day from the date of this Agreement; provided, however, that the right to terminate this Agreement pursuant to this section shall not be available to any Party if the failure of the Closing to occur on or prior to such date was primarily due to a breach by such Party of this Agreement;

9.1.4

by the Purchaser if there is a material breach by the Company of any of its representations, warranties, covenants, obligations or agreement hereunder that would give rise to failure of the conditions set forth in Section 8.1 to be satisfied; or

9.1.5

by the Company if there is a material breach by the Purchaser of any of its representations, warranties, covenants, obligations or agreement hereunder that would give rise to failure of the conditions set forth in Section 8.2 to be satisfied.

9.2

Effect of Termination. If this Agreement is terminated pursuant to Section 9.1, it shall become null and void and of no further force and effect, except that the provisions of this Section 9.2 shall remain in full force and effect; provided that nothing herein shall relieve any Party from liability for any breach of this Agreement that occurred prior to such termination.

10	GENERAL PROVISIONS

10.1	Costs and Expenses. The Company shall pay for the Purchaser’s reasonable legal costs incurred in connection with the transactions contemplated by this Agreement.

10.2

Indemnity. The Purchaser agrees to indemnify and hold harmless the Company, Seamless, and their respective affiliates and their respective officers, directors, managers, stockholders, employees and agents from and against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation or any claim commenced or threatened, including attorney fees) arising out of or based upon any false or misleading representation or warranty hereunder, misinformation, breach or failure by the Purchaser hereunder or under any other document furnished or delivered by the Purchaser to any of the foregoing indemnified persons in connection with the Purchaser’s investment in the Company.

10.3

Entire Agreement. This Agreement, the Note and the Disclosure Documents constitute the full and entire understanding and agreement among the Parties with regard to the subject matter hereof and no Party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.

10.4

Governing Law; Arbitration. This Agreement shall in all respects be construed in accordance with and governed by Hong Kong laws, without reference to its choice of law rules. Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination (“Dispute”) shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules then in force. In the case of any Dispute, there shall be three arbitrators. The claimant(s) shall have the right to appoint one arbitrator, the respondent(s) shall have the right to appoint another arbitrator, and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. It shall not be incompatible with this arbitration agreement for any Party to seek interim or conservatory relief from courts of competent jurisdiction before the constitution of the arbitral tribunal.

10.5

Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by the Purchaser; provided that (i) all rights of the Purchaser, including rights to receive a Warrant, shall automatically be assigned to any transferee of the Purchaser’s Note, and (ii) no the Purchaser may assign its rights or obligations under this Agreement unless the Purchaser’s Note is assigned in connection therewith.

10.6	Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.7	Amendment and Waiver. This Agreement may be amended or modified, and any provision hereunder may be waived, only upon the prior written consent of the Company, Seamless and the Purchaser.

10.8

Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed effectively given and received when delivered in person or when sent by facsimile (confirmed by telephone or electronic mail), or on the day after mailing if sent by national overnight courier service or by certified or registered mail, return-receipt requested, addressed as follows:

10.8.1

if to the Purchaser, at the Purchaser’s address set forth on the signature page hereto.

10.8.2

if to the Company, to:

Currenc Group Inc.

410 North Bridge Road, SPACES City Hall, Singapore 188726

Attn: Dr. HUI Ka Wah Ronnie

Telephone No.: +852 9023 3334

Email: Ronnie.hui@seamlessgroup.com

10.9

Counterparts. This Agreement may be executed in counterparts, all of which taken together shall constitute one agreement binding on the parties. Facsimile and electronically transmitted signatures shall be valid and binding to the same extent as original signatures. In making proof of this Agreement, it will be necessary to produce only one copy signed by the party to be charged.

IN WITNESS WHEREOF, the undersigned has executed or caused this Agreement to be executed by its duly authorized representative as of the date set forth below.

Pine Mountain Holdings Limited:

By:	/s/ Frank Lao
Name:	Frank Lao
Title:	Director

	Date: August 31, 2024

Name in which Note is to be registered (if different):

Business Address:	Mailing Address (if different):

Attn: Mr. LAO Wai Hong	Attn: __________________________
Telephone No.:	Telephone No.:
Facsimile No.:	Facsimile No.:
Email:	Email:

You must pay the Purchaser Price by wire transfer of United States dollars in immediately available funds to the account specified by the Company.

IN WITNESS WHEREOF, Currenc and Seamless have accepted this Subscription Agreement as of the date set forth below.

	Currenc Group Inc

	By:	/s/ Ronnie Hui
	Name:	Ronnie Hui
	Title:	Chief Executive Officer

Date: August 31, 2024

	Seamless Group Inc.

	By:	/s/ Ronnie Hui
	Name:	Ronnie Hui
	Title:	Chief Executive Officer

Date: August 31, 2024

Exhibit A

Form of Note

(see attached)

EXHIBIT B

RISK FACTORS

You should carefully consider the risks described below before making a decision to invest in the Securities. If any of the following risks actually occurs, our business could be materially harmed. In that case, we may be unable to satisfy our obligations set forth in the Note and you may lose all or part of your investment. You also should refer to the other information set forth in the Disclosure Documents, including but not limited to the public reports of Currenc available at https://www.sec.gov/.

Our management will have broad discretion in using the net proceeds from the sale of the Note.

A substantial part of the proceeds from the sale of the Note will be for the Business Combination expenses. The specific use will be in the discretion of our officers and Board of Directors, and it is not certain that such discretion will be beneficial to investors. Accordingly, prospective investors who invest in the Company will be entirely dependent on the judgment of management of the Company in connection with the use of proceeds related to the sale of the Note. There can be no assurance that determinations ultimately made by management relating to the specific allocation of such proceeds will permit the Company to achieve its business objectives.

Ownership of the Securities involves substantial risk, and you may lose your entire investment.

The purchase of the Securities is a high-risk investment. Potential investors must be willing to risk the entire loss of their capital. No assurance or guaranty can be given as to the actual amount of financial return, if any, which may result from an investment in the Securities. Any investment in the Securities should be considered a high-risk investment and any such investment should be restricted to an investor’s risk capital only. YOU COULD LOSE YOUR ENTIRE INVESTMENT.

The Offering has not been registered under applicable securities laws and you will not be able to transfer the Securities easily, if at all.

The Offering has not been registered under the Securities Act or the securities laws of any state. Accordingly, the Securities cannot be sold or otherwise transferred unless such sale or transfer is subsequently registered under the Securities Act and applicable state securities laws, or unless exemptions from such registration are available. Consequently, you may not be able to transfer your Securities when you desire to do so, and for a value you deem to be sufficient.

We may need to raise additional capital in the near future to fund our operations, and such capital may not be available to us in sufficient amounts or on acceptable terms.

We may require additional sources of financing before we can generate revenues needed to sustain operations.

We may be required to raise additional capital. Such additional financing could be sought from a number of sources, including but not limited to additional sales of equity or debt securities, or loans from banks, other financial institutions or affiliates of the Company. We cannot be certain that any such financing will be available on terms favourable to us if at all. If additional funds are raised by the issuance of debt or other equity instruments, we may become subject to certain operational limitations, and such securities may have rights senior to the rights of our Noteholders and stockholders. If adequate funds are not available on acceptable terms, we may be unable to fund the current operations, expansion or growth of our business.

EX-10.6 6 ex10-6.htm

Exhibit 10.6

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, ALL AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO MAKER.

CONVERTIBLE PROMISSORY NOTE

US$1,944,444

Date: __________________, 2024

Subject to the terms and conditions of this Convertible Promissory Note (this “Note”), Currenc Group Inc., a Cayman Islands exempted company with limited liability (the “Issuer”), for good and valuable consideration received, hereby promises to pay to the order of Pine Mountain Holdings Limited (such person and any permitted transferee thereof, the “Holder”), the principal amount of US$1,944,444, together with interest thereon pursuant to the terms of this Note. This Note is being issued pursuant to a Convertible Note Purchase Agreement, dated as of [●], 2024 (the “Purchase Agreement”), between the Issuer and Pine Mountain Holdings Limited. The Purchase Agreement contains terms governing the rights of the Holder, and all provisions of the Purchase Agreement are hereby incorporated herein in full by reference. Unless otherwise indicated herein, capitalized terms used in this Note have the same meanings set forth in the Purchase Agreement.

11	DEFINED TERMS

The terms defined in this Article 1 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Note shall have the respective meanings specified in this Article 1.

“Additional Amounts” shall have the meaning specified in Section 6.1.1.

“Board of Directors” shall have the meaning specified in Section 5.4.1.

“Business Combination Agreement” means the business combination agreement dated August 3, 2022, among the Issuer, Seamless Group Inc. and FINTECH Merger Sub, was amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023 (as further amended from time to time).

“Business Combination Closing” means the closing of the Business Combination Agreement.

“Business Day” means any day that is not a Saturday, a Sunday or another day on which banks are required or authorized by law to be closed in New York City.

“close of business” means 5:00 p.m. (New York City time).

“Closing Sale Price” of any securities on any date means the closing sale price per security (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the New York Stock Exchange (or the principal U.S. national or regional securities exchange on which such securities are traded). If such securities are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Closing Sale Price” shall be the last quoted bid price for such securities in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If such securities are not so quoted, the “Closing Sale Price” shall be the average of the midpoint of the last bid and ask prices for such securities on the relevant date from each of at least three nationally recognized independent investment banking firms reasonably selected by the Issuer for this purpose. If there is no bid price or no ask price for such securities on the relevant date, then the “Closing Sale Price” shall be the value per security of such securities as of the close of business on the relevant date as determined by a nationally recognized independent investment banking firm retained by the Issuer for such purpose as most accurately reflecting the per security price that a fully informed buyer, acting on its own accord, would pay to a fully informed seller, acting on its own accord in an arms-length transaction, for one such security.

“Conversion Date” shall have the meaning specified in Section 5.2.2.

“Conversion Price” shall have the meaning specified in Section 5.3.

“Conversion Rate” shall have the meaning specified in Section 5.3.

“Conversion Securities” mean the Securities issuable upon conversion in whole or in part of the Note.

“Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“Defaulted Amounts” means any amounts on this Note (including principal, interest, any redemption or repurchase price) that are payable but are not punctually paid or duly provided for.

“Dispute” shall have the meaning specified in Section 9.2.

“Distributed Assets” shall have the meaning specified in Section 5.4.4.

“Effective Registration Date” means the date when the Interest Shares and/or the Conversion Shares are freely tradable.

“Encumbrance” means any security interest, pledge, mortgage, lien, charge, claim, hypothecation, title defect, right of first option or refusal, right of pre-emption, third-party right or interests, put or call right, adverse claim of ownership or use, or other encumbrance of any kind.

“Event of Default” shall have the meaning specified in Section 4.1.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Expiration Date” shall have the meaning specified in Section 5.4.6.

“Expiration Time” shall have the meaning specified in Section 5.4.6.

“Holder” shall have the meaning specified in the preamble.

“Interest Conversion Rate” shall have the meaning specified in Section 2.2.

“Interest Payment Date” shall have the meaning specified in Section 2.1.

“Interest Shares” shall have the meaning specified in Section 2.2.

“Issuer” shall have the meaning specified in the preamble.

“Maturity Date” shall have the meaning specified in Section 3.1.

“Merger Event” shall have the meaning specified in Section 5.5.1.

“Note” shall have the meaning specified in the preamble.

“Ordinary Shares” means the ordinary shares, par value US$0.0001per share, of the Issuer.

“Permitted Equity Awards” means options, restricted shares, restricted share units or other equity awards of the Issuer as identified in the Business Combination Agreement.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization.

“PFIC” shall have the meaning specified in Section 6.9.

“Purchase Agreement” shall have the meaning specified in the preamble.

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Ordinary Shares (or other applicable security) have the right to receive any cash, securities or other property or in which the Ordinary Shares (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of security holders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, statute, contract or otherwise).

“Reference Price” shall have the meaning specified in Section 5.3.

“Reference Property” shall have the meaning specified in Section 5.5.1.

“Registration Rights Agreement” means the Registration Rights Agreement entered into by and between the Company and the Purchaser.

“Related Business” means the business of money remittance services.

“Relevant Securities” shall have the meaning specified in Section 5.4.7.

“Relevant Jurisdiction” shall have the meaning specified in Section 6.1.1.

“Relevant Taxing Jurisdiction” shall have the meaning specified in Section 6.1.1.

“Repurchase Date” shall have the meaning specified in Section 6.6.

“Securities” means any Ordinary Shares or any equity interest in, or shares of any class in the share capital (ordinary, preferred or otherwise) of, the Issuer, or any securities convertible, exercisable or exchangeable for or deriving from any Ordinary Shares or such equity interest or shares of any class in the share capital of the Issuer, or any rights to participate in the profits of the Issuer, or any options, warrants or rights to acquire any of the above.

“Securities Act” shall have the meaning specified in the legend above.

“Spin-Off” shall have the meaning specified in Section 5.4.4.

“Spin-Off Valuation Period” shall have the meaning specified in Section 5.4.4.

“Successor Company” shall have the meaning specified in Section 11.1.1.

“Trigger Event” shall have the meaning specified in Section 5.4.4.

“US$ or $” refers to United States dollars, the lawful currency of the United States.

“VWAP” means volume-weighted average price of the Ordinary Shares, and calculated by adding up the US$ traded for every transaction (price multiplied by number of Ordinary Shares traded) and then dividing by the total Ordinary Shares traded for the day.

12	PAYMENT OF INTEREST

12.1

Interest Payments. Interest shall accrue on the principal amount of the Note (in each case computed on the basis of a 365/366-day year and the actual number of days elapsed in any year) at a simple rate equal to 12.00% per annum. The Issuer shall pay to the Holder all accrued interest in cash or stock quarterly on each March [●], March [●], September [●] and December [●], of each year (each, an “Interest Payment Date”), commencing on [●], 2024 and including the Maturity Date. Interest shall accrue on any principal payment due under this Note until such time as payment therefor is actually delivered to the Holder; provided that if any portion of the principal amount is duly converted into Ordinary Shares pursuant to and in accordance with the Note, interest shall cease to accrue on the portion of the principal amount being converted upon completion of such conversion in accordance with Section 5.2.

12.2

If the Issuer chooses to pay any interest by the new issue of Ordinary Shares, such new Ordinary Shares (“Interest Shares”) shall be valued at the lower of (i) the Conversion Rate, and (ii) a 10% discount to the lowest daily VWAP in the 7 trading days prior to the Interest Payment Date (“Interest Conversion Rate”).

12.3

Payment of Interest Upon Conversion. Accrued and unpaid interest that would have been payable on the next Interest Payment Date will not be payable with respect to any portion of the Note submitted for conversion prior to such Interest Payment Date except for (i) a Note submitted for conversion after the last Interest Payment Date prior to the Maturity Date; or (ii) to the extent of any Defaulted Amount, if any Defaulted Amount exists at the time of conversion with respect to the Note.

13	PAYMENT OF PRINCIPAL ON NOTE

13.1

Scheduled Payment. Unless converted, redeemed or repurchased in full in accordance with the terms of this Note, the principal amount (including any accrued and unpaid interest) of this Note shall be due and payable on the date which occurs eighteen (18) months after the date hereof (the “Maturity Date”).

13.2

Payment. All amounts payable on or in respect of this Note or the indebtedness evidenced hereby shall be paid to the account designated by the Holder in U.S. dollars, in immediately available funds on the date that any principal, interest or other payment is due and payable hereunder. If any such payment date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day.

13.3	Pre-Payment. Issuer shall have the right to prepay the Note in full at any time for 120% of total outstanding balance by providing at least thirty (30) Business Days advance written notice of such intent to prepay.

14	EVENTS OF DEFAULT; REMEDIES ON DEFAULT

14.1

Event of Default. An “Event of Default” shall exist if any of the following conditions or events shall occur, whatever the reason or cause for such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any governmental authority or otherwise:

14.1.1

the Issuer defaults in the payment of principal on the Note, or any redemption or repurchase price with respect to the Note, when the same becomes due and payable, whether at maturity or at a date fixed for payment or prepayment, or by declaration or otherwise;

14.1.2

the Issuer defaults in the payment of interest on the Note when the same becomes due and payable, whether at maturity, on an Interest Payment Date or at a date fixed for payment or prepayment, or by declaration or otherwise, and such failure to pay is not cured within three (3) Business Days after the occurrence thereof;

14.1.3

the Issuer fails to perform and comply with its obligation to convert all or a portion of the Note in accordance with Article 5 upon the exercise by the Holder of its conversion rights, and such failure continues for a period of five (5) Business Days;

14.1.4

the Issuer fails to comply with any other provisions of this Note or the Purchase Agreement, and such failure is not remedied within twenty (20) Business Days after the Issuer receives written notice thereof from the Holder;

14.1.5

the Issuer (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or winding-up or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property or (v) is adjudicated as insolvent or to be liquidated; or

14.1.6

a court or governmental authority of competent jurisdiction enters an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Issuer, or any such petition shall be filed against the Issuer and such petition shall not be dismissed within sixty (60) days.

14.2	Acceleration.

14.2.1

The Issuer shall promptly deliver a written notice to the Holder upon the occurrence of an Event of Default.

14.2.2

If any Event of Default specified in Section 4.1.5or 4.1.6 has occurred, 100% of the outstanding principal of, and accrued and unpaid interest on, the Note shall automatically become immediately due and payable without any action on the part of the Holder.

14.2.3

If any other Event of Default has occurred and is continuing, the Holder may at any time at his, her or its option, by notice to the Issuer, declare the Note to be immediately due and payable, and upon any such declaration the Note (including any accrued and unpaid interest thereon) shall be immediately due and payable.

14.2.4

Upon the Note becoming due and payable under this Section 4.2, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount (including any accrued and unpaid interest) shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.

14.3	Other Remedies.

If any Event of Default has occurred and is continuing, and irrespective of whether the Note has become or has been declared immediately due and payable under Section 4.2, the Holder may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein, for an injunction against a violation of any of the terms hereof or thereof or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

14.4

No Waivers or Election of Remedies; Expenses. No course of dealing and no delay on the part of the Holder in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. The Issuer shall pay the principal amount (including any accrued and unpaid interest) of the Note without any deduction for any setoff or counterclaim. No right, power or remedy conferred by the Purchase Agreement or by the Note upon the Holder shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. The Issuer will pay to the Holder on demand such further amount as shall be sufficient to cover all reasonable costs and expenses of the Holder incurred in any enforcement or collection under this Article 4, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

15	CONVERSION

15.1	Conversion.

15.1.1

Conversion by Holder. At any time prior to the close of business on the Business Day immediately preceding the Maturity Date, the Holder shall have the right to, from time to time and at the Holder’s option, convert all or any portion of the outstanding principal amount (including any accrued and unpaid interest) of this Note to fully paid Ordinary Shares at the applicable Conversion Rate, in accordance with the provisions of this Article 5.

15.1.2

Conversion by the Issuer. At any time prior to the close of business on the Business Day immediately preceding the Maturity Date, the Issuer shall have the right to, from time to time and at the Issuer’s option, convert all or any portion of the outstanding principal amount (including any accrued and unpaid interest) of this Note to fully paid Ordinary Shares at 105% of the applicable Conversion Rate, in accordance with the provisions of this Article 5.

15.1.3

For the avoidance of doubt, any reference in this Note to the conversion of the Note into Ordinary Shares shall mean the issuance of Ordinary Shares following conversion of the Note in accordance with the procedure set forth in Section 5.2.

15.2	Conversion Procedure.

15.2.1

Subject to Section 5.2.2, this Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder (or the Issuer as the case may be) has delivered, by electronic mail, courier or any other method of delivery permitted under Section 12.3, a written notice of conversion and the Note for cancellation to the Issuer (or the Holder as the case may be). Following the close of business on the Conversion Date, the rights of the Holder as holder of this Note to the extent of the conversion shall cease, and the Person or Persons in whose name or names the Ordinary Shares are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the Ordinary Shares represented thereby.

15.2.2

As soon as possible upon each conversion, and in any event within five (5) Business Days after the relevant Conversion Date, the Issuer shall:

(a)

issue the number of Ordinary Shares to be issued upon conversion to be issued to the Holder, (B) cause the share certificate(s) evidencing such Ordinary Shares (if share certificates are issued by the Holder generally) to be executed and delivered to the Holder (or, if applicable, the custodian designated by the Holder), and (C) deposit such Ordinary Shares with the Holder (or, if applicable, the custodian designated by the Holder), in the name and on behalf of the Holder;

(b)

to issue and deliver to the securities account designated by the Holder a book-entry transfer for the number of Ordinary Shares to which the Holder shall be entitled to upon such conversion pursuant to Section 5.1; and

(c)

deliver to the Holder a new Note representing any portion of the principal amount that was represented by the Note surrendered to the Issuer in connection with such conversion, but which was not converted, or which could not be converted because it would have required the issuance of a fractional Ordinary Shares.

The converting Holder shall cooperate with the Issuer and the Depositary to facilitate the process outlined above.

15.2.3

If a fractional Ordinary Shares would, except for the provisions hereof, be deliverable upon conversion of this Note, the Issuer, in lieu of delivering such fractional Ordinary Shares, shall in the event the conversion is being consummated in connection with repayment in full of the Note, pay in cash an amount equal to the market price of such fractional share based on the Closing Sale Price of the Ordinary Shares on the Conversion Date.

15.2.4

The issuance of the Ordinary Shares upon conversion of this Note shall be made without charge to the Holder hereof for any issuance tax in respect thereof or other cost incurred by the Issuer in connection with such conversion and the related issuance of Ordinary Shares, unless the tax is due because the Holder requests such Ordinary Shares to be issued in a name other than the holder’s name, in which case the Holder shall pay such tax. Upon conversion of this Note, the Issuer shall take all such actions and execute and deliver all such documents as are necessary or reasonably requested by the Holder in order to ensure that the Ordinary Shares issuable with respect to such conversion shall be validly issued in accordance with Section 5.2.2, fully paid and nonassessable.

15.2.5

The Issuer shall not close its books against the transfer of Ordinary Shares issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note.

15.3

Conversion Rate. The initial Conversion Rate shall be 100 Ordinary Shares (subject to adjustment as provided in this Article 5, the “Conversion Rate”) per US$1,000 principal amount of the Note, representing a conversion price (“Conversion Price”) of US$10.00 per Ordinary Shares (as appropriately adjusted to reflect any adjustment to the Conversion Rate, the “Reference Price”). The Conversion Rate shall be subject to adjustment from time to time pursuant to Sections 5.4 or 5.5., and shall also be subject to adjustment as follows:

15.3.1

On the Effective Registration Date and three (3) and six (6) months following the Effective Registration Date, the Conversion Price is subject to downward reset to a Conversion Price which is the average VWAP in the 7 trading days prior to the Interest Payment Date, subject to a floor of US$2.00.

15.3.2

The Conversion Price is subject to a price match if the Issuer issues equity at a lower price in the future.

15.3.3

The Conversion Rate shall be adjusted accordingly.

15.4	Adjustments to Conversion Rate. No adjustment shall be made for the issuance of the Interest Shares. Subject to this, the Conversion Rate shall be adjusted from time to time by the Issuer as set out below:

15.4.1

In case the Issuer shall, at any time or from time to time while the Note is outstanding, pay a dividend in Ordinary Shares or make a distribution in Ordinary Shares to all or substantially all holders of Ordinary Shares, then the Conversion Rate shall be adjusted based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such dividend or distribution;
CR1	=	the Conversion Rate in effect on the Record Date for such dividend or distribution;
OS0	=	the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such dividend or distribution; and
OS1	=	the number of Ordinary Shares that would be outstanding immediately after, and solely as a result of, such dividend or distribution.

Any adjustment made pursuant to this Section 5.4.1 shall become effective immediately prior to 9:00 a.m., New York City time, on the Record Date for such dividend or distribution. If any dividend or distribution that is the subject of this Section 5.4.1 is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors of the Issuer (the “Board of Directors”) publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For purposes of this Section 5.4.1, the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such dividend or distribution shall not include Ordinary Shares held in treasury, if any. The Issuer shall not pay any dividend or make any distribution on Ordinary Shares held in treasury, if any.

15.4.2

In case outstanding Ordinary Shares shall be subdivided or split into a greater number of Ordinary Shares or combined or reverse split into a smaller number of Ordinary Shares (in each case, other than as a result of a transaction for which appropriate adjustment has been made in accordance with Section 5.5), the Conversion Rate shall be adjusted based on the following formula:


where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the effective date of such subdivision, split, reverse split or combination;
CR1	=	the Conversion Rate in effect on the effective date of such subdivision, split, reverse split or combination;
OS0	=	the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the effective date of such subdivision, split, reverse split or combination; and
OS1	=	the number of Ordinary Shares that would be outstanding immediately after, and solely as a result of, such subdivision, split, reverse split or combination.

Any adjustment made pursuant to this Section 5.4.2 shall become effective immediately prior to 9:00 a.m., New York City time, on the effective date of such subdivision, split, reverse split or combination.

15.4.3

In case the Issuer shall issue rights (other than rights issued pursuant to a shareholders’ rights plan or a dividend or distribution in Ordinary Shares as set forth in Section 5.4.1 above), options or warrants to all or substantially all holders of Ordinary Shares, other than an issuance as a result of a transaction for which appropriate adjustment has been made in accordance with Section5.5, entitling them to purchase, for a period expiring within forty-five (45) calendar days of the date of issuance, Ordinary Shares at a price per Ordinary Share less than the average of the Closing Sale Prices of Ordinary Shares during the ten (10) consecutive trading day period ending on the trading day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula:


where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such issuance;
CR1	=	the Conversion Rate in effect on the Record Date for such issuance;
OS0	=	the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such issuance;
X	=	the total number of Ordinary Shares issuable pursuant to such rights, options or warrants; and
Y	=	the number of Ordinary Shares equal to the quotient of (x) aggregate price payable to exercise such rights, options or warrants, divided by (y) the average of the Closing Sale Prices of Ordinary Shares during the ten (10) consecutive trading day period ending on the trading day immediately preceding the date of announcement of such issuance.

No adjustment shall be made in relation to any issue of Ordinary Shares pursuant to the exercise of warrants issued to the Holder in conjunction with this Note issuance.

Any adjustment made pursuant to this Section 5.4.3 shall become effective immediately prior to 9:00 a.m., New York City time, on the Record Date for such issuance. If any rights, options or warrants described in this Section 5.4.3 are not so issued, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to the Conversion Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or Ordinary Shares are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Ordinary Shares actually delivered. In determining the aggregate price payable to exercise such rights, options and warrants, there shall be taken into account any consideration received by the Issuer for such rights, options or warrants and the value of such consideration (if other than cash, to be determined in good faith by the Board of Directors). For purposes of this Section 5.4.3, the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such issuance shall not include Ordinary Shares held in treasury, if any. The Issuer shall not issue any such rights, options or warrants in respect of Ordinary Shares held in treasury, if any.

15.4.4

In case the Issuer shall, by dividend or otherwise, distribute to all or substantially all holders of Ordinary Shares any class of capital stock of the Issuer or evidences of its indebtedness or assets (including securities, but excluding (i) any dividends or distributions referred to in Section 5.4.1, (ii) any rights, options or warrants referred to in Section 5.4.3, (iii) any dividends or distributions of exclusively cash referred to in Section 5.4.5, (iv) any dividends or distributions as a result of a transaction for which appropriate adjustment has been made in accordance with Section 5.5, or (v) any Spin-Offs to which the provisions set forth below in this Section 5.4.4 applies) (any of such class of capital stock, evidences of indebtedness or assets, including those subject to any Spin-Off, the “Distributed Assets”), then, in each such case, the Conversion Rate shall be increased based on the following formula:


where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such distribution;
CR1	=	the Conversion Rate in effect on the Record Date for such distribution;
SP0	=	the average of the Closing Sale Prices of Ordinary Shares during the ten (10) consecutive trading day period ending on the trading day immediately preceding the Record Date for such distribution; and
FMV	=	the fair market value on the Record Date for such distribution of the Distributed Assets applicable to one (1) Ordinary Share, as determined in good faith by the Board of Directors.

In the event where there has been a payment of a dividend or other distribution on the Ordinary Shares or shares of capital stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Issuer (a “Spin-Off”) that are, or when issued, will be, traded, listed or admitted for trading or listing on the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market or any other U.S. national securities exchange or market, then the Conversion Rate shall instead be increased based on the following formula:



where

CR0	=	the Conversion Rate in effect immediately prior to the end of the Spin-Off Valuation Period (as defined below);
CR1	=	the Conversion Rate in effect immediately after the end of the Spin-Off Valuation Period;
FMV0	=	the average of the Closing Sale Prices of the Distributed Assets during the ten consecutive trading day period commencing on and including the effective date of the Spin-Off (the “Spin-Off Valuation Period”) applicable to one (1) Ordinary Share; and
MP0	=	the average of the Closing Sale Prices of Ordinary Shares during the Spin-Off Valuation Period.

In respect of any conversion during the Spin-Off Valuation Period, references in the portion of this Section 5.4.4 related to Spin-Offs to ten trading days shall be deemed to be replaced with such lesser number of trading days as have elapsed from, and including, the effective date of such Spin-Off to, and including, the Conversion Date in determining the Conversion Rate for such conversion.

Any adjustment made pursuant to this Section 5.4.4 shall become effective immediately prior to 9:00 a.m., New York City time, on the Record Date for such distribution, or, in the case of a Spin-Off, immediately after the end of the Spin-Off Valuation Period. If any dividend or distribution of the type described in this Section 5.4.4 is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, in connection with any dividend or distribution referred to in this Section 5.4.4, the Holder may elect to receive, in lieu of the foregoing adjustments, in respect of each US$1,000 principal amount of the Note, at the same time and upon the same terms as holders of Ordinary Shares receive the Distributed Assets, the amount and kind of Distributed Assets the Holder would have received if such holder had converted such principal amount of the Note into a number of Ordinary Shares at the Conversion Rate as in effect immediately prior to the Record Date for the distribution.

Rights or warrants distributed by the Issuer to all holders of Ordinary Shares entitling the holders thereof to subscribe for or purchase shares of the Issuer’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Ordinary Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Ordinary Shares, shall be deemed not to have been distributed for purposes of this Section 5.4 (and no adjustment to the Conversion Rate under this Section 5.4 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 5.4.4. If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Note, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights or warrants with such rights. In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 5.4 was made, (A) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Ordinary Shares with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Ordinary Shares as of the date of such redemption or repurchase and (B) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued.

15.4.5

In case the Issuer shall pay a dividend or otherwise distribute to all or substantially all holders of its Ordinary Shares a dividend or other distribution of exclusively cash, then the Conversion Rate shall be increased based on the following formula:


where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such dividend or distribution;
CR1	=	the Conversion Rate in effect on the Record Date for such dividend or distribution;
SP0	=	the average of the Closing Sale Prices of Ordinary Shares during the ten (10) consecutive trading day period ending on the trading day immediately preceding the Record Date for such dividend or distribution; and
DIV	=	the amount in cash per Ordinary Share the Issuer distributes to holders of its Ordinary Shares.

Any adjustment made pursuant to this Section 5.4.5 shall become effective immediately prior to 9:00 a.m., New York City time, on the Record Date for such dividend or distribution. If any dividend or distribution of the type described in this Section 5.4.5 is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, in connection with any dividend or distribution referred to in this Section 5.4.5, the Holder may elect to receive, in lieu of the foregoing adjustments, in respect of each US$1,000 principal amount of the Note, at the same time and upon the same terms as holders of Ordinary Shares receive such dividend or distribution, the amount of such dividend or distribution in cash the Holder would have received if the such holder had converted such principal amount of the Note into a number of Ordinary Shares at the Conversion Rate as in effect immediately prior to the Record Date for the distribution.

15.4.6

In case of purchases of the Ordinary Shares pursuant to a tender offer or exchange offer made by the Issuer or any Subsidiary of the Issuer for all or any portion of the Ordinary Shares, to the extent that the amount of cash and the fair market value, as determined in good faith by the Board of Directors as of the Expiration Date, of any other consideration included in the payment per Ordinary Share exceeds the average of the Closing Sale Prices of the Ordinary Shares during the ten (10) consecutive trading days commencing on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (as it may be amended) (the “Expiration Date”), the Conversion Rate shall be increased based on the following formula:


where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the 10th trading day immediately following the trading day next succeeding the Expiration Date;
CR1	=	the Conversion Rate in effect immediately after 5:00 p.m., New York City time, on the 10th trading day immediately following the trading day next succeeding the Expiration Date;
FMV	=	the aggregate amount of cash and fair market value (as determined in good faith by the Board of Directors as of the Expiration Date) of all other consideration, paid or payable for Ordinary Shares validly tendered or exchanged and not validly withdrawn in such tender or exchange offer;
OS1	=	the number of Ordinary Shares outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender offer or exchange offer (the “Expiration Time”), after giving effect to the purchase of all Ordinary Shares, accepted for purchase or exchange in such tender or exchange offer;
OS0	=	the number of Ordinary Shares outstanding immediately before the Expiration Time; and
SP1	=	the average of the Closing Sale Prices of Ordinary Shares during the ten (10) consecutive trading day period commencing on the trading day next succeeding the Expiration Date.

In respect of any conversion during such ten (10) consecutive trading day period, references in this Section 5.4.6 to such ten (10) trading day period shall be deemed to be replaced with such lesser number of trading days as have elapsed from, and including, the trading day next succeeding the Expiration Date in determining the Conversion Rate for such conversion.

Any adjustment made pursuant to this Section 5.4.6 shall become effective immediately after 5:00 p.m., New York City time, on the 10th trading day immediately following the trading day next succeeding the Expiration Date. If the Issuer, or one of its Subsidiaries, is obligated to purchase Ordinary Shares pursuant to any such tender or exchange offer, but the Issuer or such Subsidiary is permanently prevented by applicable law from effecting all such purchases or all such purchases are rescinded, the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this Section 5.4.6 to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 5.4.6.

15.4.7

If and whenever the Issuer shall issue any Ordinary Shares or issue or grant options, warrants or other rights to purchase, subscribe, convert into, exercise or exchange for Ordinary Shares (other than any issuance pursuant to this Note, any other convertible note issued pursuant to the Purchase Agreement or the Other CBs, or upon the grant, vesting or exercise of any Permitted Equity Awards) (the “Relevant Securities”), in each case at a consideration per Ordinary Share (on an as-converted and as-exercised basis) which is less than the Reference Price per Ordinary Share, the Conversion Rate shall be increased based on the following formula:


where

CR0	=	the Conversion Rate in effect immediately prior to the date of issue of the Relevant Securities;
CR1	=	the Conversion Rate in effect as from the date of issue of the Relevant Securities;
A	=	the number of issued and outstanding Ordinary Shares immediately before the issue of the Relevant Securities;
B	=	the number of Ordinary Shares which the aggregate consideration receivable for the issue of the Relevant Securities would purchase at the price equal to (x) the Reference Price divided by (y) the applicable number of Ordinary Shares; and
C	=	the number of issued and outstanding Ordinary Shares immediately after the issue of the Relevant Securities;

provided that references to the number of Ordinary Shares in the above formula shall include all the Ordinary Shares to be issued assuming that all options, warrants or other rights to purchase, subscribe, convert into, exercise or exchange for Ordinary Shares are exercised in full at the initial exercise price on the date of issue of such options, warrants or other rights.

15.4.8

To the extent that the Issuer has a shareholder rights plan in effect upon any conversion of the Note, each Ordinary Shares delivered upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Ordinary Shares delivered upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion, the rights have separated from the Ordinary Shares pursuant to the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Issuer had made a distribution as provided in Section 5.4.4, subject to readjustment in the event of the expiration, termination or redemption of such rights.

15.4.9

In addition to those adjustments required by Sections 5.4.1 to 5.4.8 (both inclusive), and to the extent permitted by applicable law and subject to the applicable rules of the Nasdaq Exchange and any other securities exchange on which any of the Issuer’s securities are then listed, the Issuer from time to time may increase the Conversion Rate by any amount for a period of at least twenty (20) Business Days if the Board of Directors determines that such increase would be in the Issuer’s best interest, and the Issuer may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of the Ordinary Shares or rights to purchase Ordinary Shares in connection with a dividend or distribution of Ordinary Shares (or rights to acquire Ordinary Shares) or similar event.

15.4.10

All calculations under this Article 5 shall be made in good faith by the Issuer in accordance with this Article 5, and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of an Ordinary Share, as the case may be. The Issuer shall certify to the Holder that all calculations are made in compliance with this Article 5, and shall show the Holder in detail the facts upon which such calculations and adjustments were made.

15.4.11

For purposes of this Section 5.4, the number of Ordinary Shares at any time outstanding shall not include Ordinary Shares held in the treasury of the Issuer but shall include Ordinary Shares issuable in respect of scrip certificates issued in lieu of fractions of Ordinary Shares. The Issuer shall not pay any dividend or make any distribution on Ordinary Shares held in the treasury of the Issuer.

15.4.12

Notwithstanding any of the foregoing sub-sections in this Section 5.4, the applicable Conversion Rate will not be adjusted pursuant to this Section 5.4, (i) if and to the extent that the Holder participates in the transaction that would otherwise give rise to adjustment pursuant to this Section 5.4 on an as-converted basis or (ii) solely by reason of the issuance or conversion of any other Note pursuant to the Purchase Agreement.

15.5	Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares.

15.5.1

In the case of:

(a)

any recapitalization, reclassification or change of Ordinary Shares (other than changes resulting from a subdivision or combination),

(b)

any consolidation, merger, combination or similar transaction involving the Issuer,

(c)

any sale, lease or other transfer to a third party of the consolidated assets of the Issuer and the Issuer’s Subsidiaries substantially as an entirety or

(d)

any statutory share exchange,

in each case, as a result of which the Ordinary Shares or the Ordinary Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, prior to or at the effective time of such Merger Event, the Issuer or the successor or purchasing Person, as the case may be, shall execute an amendment to the Note providing that, at and after the effective time of such Merger Event, the right to convert each US$1,000 principal amount of the Note shall be changed into a right to convert such principal amount of Note into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of Ordinary Shares equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one Ordinary Shares is entitled to receive) upon such Merger Event; provided, however, that any Ordinary Share that the Issuer would have been required to deliver upon conversion of the Note shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Ordinary Shares would have been entitled to receive in such Merger Event.

If the Merger Event causes the Ordinary Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Note will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Ordinary Shares, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Ordinary Share. If the holders of the Ordinary Shares receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event the consideration due upon conversion of each US$1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date, multiplied by the price paid per Ordinary Share, in such Merger Event.

Such amendment described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is practicable to the adjustments provided for in this Article 5 (it being understood that no such adjustments shall be required with respect to any portion of the Reference Property that does not consist of equity securities (however evidenced) or depositary receipts in respect thereof). If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the Issuer or the successor or purchasing Person, as the case may be, in such Merger Event, then such other Person shall also execute such amendment and such amendment shall contain such additional provisions to protect the interests of the Holder.

15.5.2

The Issuer shall not become a party to any Merger Event unless its terms are consistent with this Section5.5. None of the foregoing provisions shall affect the right of the Holder to convert the Note pursuant to the terms of the Note.

15.5.3

The above provisions of this Section 5.5 shall similarly apply to successive Merger Events.

15.6	Principal Market Regulation.

15.6.1

The Issuer shall not issue any Ordinary Shares upon conversion of the Note, or otherwise pursuant to the terms of this Note, if the issuance of such Ordinary Shares would exceed the aggregate number of Ordinary Shares which the Issuer may issue upon conversion of the Notes, or otherwise pursuant to the terms of the Notes, without breaching the Issuer’s obligations under the rules or regulations of the Principal Market (the aggregate number of shares which may be issued under the Notes and Warrants without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”), except that such limitation shall not apply in the event that the Issuer:

(a)

obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of Ordinary Shares in excess of such amount; or

(b)

obtains a written opinion from counsel to the Issuer that such approval is not required, which opinion shall be reasonably satisfactory to the Holder.

15.6.2

If the conversion of the Note will result in Section 5.6.1 being breached, the Issuer shall be entitled to cut back amount of the Note that can be converted until such time as either the condition in Section 5.6.1(a), the condition in Section 5.6.1(b) has been fulfilled or the Issuer is otherwise permitted to issue the Ordinary Shares without breaching Section 5.6.1. The Issuer shall make reasonable endeavours to procure the satisfaction of these conditions without undue delay.

15.7

Notices.

15.7.1

Immediately upon any adjustment of the Conversion Rate, the Issuer shall send written notice thereof to the Holder, setting forth in reasonable detail and certifying the calculation of such adjustment.

15.7.2

The Issuer shall send written notice to the Holder at least twenty (20) days prior to the date on which the Issuer closes its books or takes a record (i) with respect to any dividend or distribution upon Ordinary Shares, any subdivision, stock split, reverse stock split or combination, or any tender offer or exchange offer, (ii) with respect to any pro rata subscription offer to holders of Ordinary Shares or (iii) for determining rights to vote with respect to any Fundamental Change, dissolution or liquidation.

15.7.3

The Issuer shall also give at least twenty (20) days’ prior written notice to the Holder of the date on which any dissolution or liquidation shall take place.

16	CERTAIN COVENANTS

16.1	Additional Amounts.

16.1.1

All payments and deliveries made by, or on behalf of, the Issuer or any successor to the Issuer under or with respect the Note, including payments of principal, payments of interest, payments of any redemption or repurchase price, and payments of cash and/or deliveries of Ordinary Shares (together with payments of cash for any fractional Ordinary Shares) upon conversion of the Note, shall be made free from any restriction or condition without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Issuer or any successor to the Issuer is, for tax purposes, organized or resident or doing business (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Issuer or any successor to the Issuer shall pay to the Holder such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by the Holder after such withholding or deduction (and after deducting any taxes on the Additional Amounts) will equal the amounts that would have been received by the Holder had no such withholding or deduction been required; provided that no Additional Amounts shall be payable for or on account of

(a)

any tax, duty, assessment or other governmental charge that would not have been imposed but for:

(i)

the existence of any present or former connection between the Holder and the Relevant Jurisdiction, other than merely holding the Note or the receipt of payments thereunder, including the Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein;

(ii)

the failure of the Holder to comply with a timely request from the Issuer or any successor of the Issuer, addressed to the Holder, to provide certification, information, documents or other evidence concerning the Holder’s or nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable; or

(iii)

the presentation of the Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless the Note could not have been presented for payment elsewhere;

(b)

any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; or

(c)

any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding, deducting or any collection at source from payments or deliveries under or with respect to the Note.

16.1.2

In addition to the foregoing, the Issuer will also pay and indemnify each holder and beneficial owner of the Note for any present or future stamp, issue, registration, value added, court or documentary taxes, or any other excise or property taxes, charges or similar levies or taxes (including penalties, interest and any other reasonable expenses related thereto) which are levied by any Relevant Jurisdiction (and in the case of enforcement, any jurisdiction) on the execution, delivery, registration or enforcement of any of the Notes or any document or instrument referred to herein.

16.1.3

If the Issuer or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Note, it shall deliver to the Holder official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted.

16.2	Certain Ordinary Shares Matters.

16.2.1

The Issuer covenants that all Ordinary Shares delivered upon conversion of the Note, will be fully paid and non-assessable by the Issuer and free from any Encumbrance, tax or charge.

16.2.2

The Issuer covenants that, if any Ordinary Share to be provided for the purpose of conversion of the Note hereunder, require registration with or approval of any governmental authority under any federal or state law before such Ordinary Shares may be validly issued upon conversion, the Issuer shall, to the extent then permitted by applicable laws, secure such registration or approval, as the case may be.

16.2.3

The Issuer further covenants that if at any time the Ordinary Shares shall be listed on any national securities exchange or automated quotation system the Issuer will list and keep listed, so long as the Ordinary Shares shall be so listed on such exchange or automated quotation system, any Ordinary Shares deliverable upon conversion of the Note.

16.2.4

The Issuer further covenants to take all actions and obtain all approvals and registrations required with respect to the conversion of the Note into Ordinary Shares and the issuance, and deposit into the Ordinary Shares facility, of the Ordinary Shares. The Issuer also undertakes to maintain, as long as the Note is outstanding, the effectiveness of a registration statement relating to the Ordinary Shares and an adequate number of Ordinary Shares available for issuance thereunder such that Ordinary Shares can be delivered in accordance with the terms of the Note and the Deposit Agreement upon conversion of the Note. The Issuer further covenants to provide the Holder with a reasonably detailed description of the mechanics for the delivery of Ordinary Shares upon any conversion of this Note upon request and to reserve, free from pre-emptive rights, out of its authorized but unissued Ordinary Shares, a number of Ordinary Shares that is greater than or equal to the number of Ordinary Shares due upon full conversion of the Note from time to time.

16.3	Resale of Conversion Securities.

16.3.1

Any resale of the Conversion Securities shall be subject to the exercise of the Registration Rights Agreement by the Purchaser.

16.3.2

The Issuer shall use its reasonable efforts to assist the Holder in the sale or disposition of any Conversion Securities, if the Conversion Securities are covered by an effective registration statement under the Securities Act or if such person provides reasonable evidence to the effect that a sale, transfer or assignment of such Conversion Securities may be made without registration under the Securities Act or that such Conversion Securities are eligible for resale pursuant to Rule 144 under the Securities Act, and upon request of the Holder:

(a)

promptly deliver applicable instruction letters to the Issuer’s transfer agent or the Depositary (as applicable) to remove restrictive legends to the extent permitted by applicable securities laws; and

(b)

with respect to Ordinary Shares listed or traded on any exchange or inter-dealer quotation system, promptly deliver instruction letters to the Issuer’s share registrar and depositary agent to convert any Ordinary Shares to depositary receipts or similar instruments, to cancel any depositary receipts or similar instruments in exchange for Ordinary Shares represented thereby, and/or to deposit any Ordinary Shares in the brokerage account(s) designated by the Holder.

16.4	Transfers of the Note.

16.4.1

The Holder or any subsequent holder of the Note may transfer all or a portion of the Note, in a single transaction or multiple transactions, to (i) any Person that is not engaged in the Related Business, (ii) any Financial Investor, or (iii) any existing owner of any Securities, so long as such transfer complies with applicable securities laws. For purposes of this Section 6.4.1, “Financial Investor” means any of the following:

(a)

any bank, including any commercial bank or private bank;

(b)

any financial institution, including any investment bank, non-banking financial company, core investment company, stockbroker, merchant banker, insurance company, or other financial intermediary that is regulated by a financial services regulator in the relevant jurisdiction;

(c)

any investment fund, including any mutual fund, venture capital fund, hedge fund, bond fund, balanced fund, private equity fund, sovereign wealth fund, pension fund, endowment fund, fund of funds, family office, or other pooled investment vehicle;

(d)

any investment adviser or fund manager;

(e)

any high net-worth individual engaged in financial investment, other than any founder, director or officer of any Person engaged in the Related Business; or

(f)

any special purpose vehicle or investment company Controlled directly or indirectly by any of the above.

16.4.2

Any holder of the Note seeking to transfer all or a portion of the Note will deliver notice of such intended transfer to the Issuer. Subject to the provisions in Section 6.4.1, the Issuer will promptly take all action necessary to effect such transfer, including promptly issuing one or more new Notes to such transferees. Prior to presentation of this Note for registration of transfer, the Issuer shall treat the holder of the Note as the owner and holder of the Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever.

16.4.3

In the event that all or a portion of the Note has been transferred to multiple holders, references in the Note to the singular form of “Note” and “holder” shall instead refer to the plural form of such words, mutatis mutandis.

16.5	Equity Incentive Plans. The Issuer covenants that it shall not issue or grant any options, restricted shares, restricted share units or other equity awards of the Issuer, except for Permitted Equity Awards.

16.6

Stay, Extension and Usury Laws. The Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Issuer from paying all or any portion of the principal of or interest on the Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Note; and the Issuer (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such power as though no such Law had been enacted.

16.7

New Note Instruments. Upon request of the Holder for the Note to be broken down into a number of note instruments of smaller principal amounts, the Issuer shall issue additional note instruments of such smaller principal amounts within ten (10) Business Days; provided that the existing note instrument of this Note shall be returned to the Issuer for cancellation.

16.8

Replacement of Note. Upon the loss, theft, destruction or mutilation of this Note (and in the case of loss, theft or destruction, of indemnity from the Holder reasonably acceptable to the Issuer, or in the case of mutilation, upon surrender and cancellation thereof), the Issuer shall within ten (10) Business Days execute and deliver to the Holder, in lieu thereof, a new Note, dated and bearing interest from the date hereof.

16.9

PFIC Disclosure. The Issuer shall use its reasonable efforts to avoid the Issuer or any of its Subsidiaries being classified as a “passive foreign investment company” (a “PFIC”) within the meaning of section 1297 of the U.S. Internal Revenue Code of 1986, as amended, for the current and any future taxable year. Within seventy-five (75) days from the end of each taxable year of the Issuer, the Issuer shall determine whether the Issuer or any of its Subsidiaries was a PFIC in such taxable year. If the Issuer determines that the Issuer or, if applicable, any of its Subsidiaries was a PFIC in a taxable year (or if the U.S. Internal Revenue Service or the Holder informs the Issuer that it has so determined), the Issuer shall, within one hundred and five (105) days from the end of such taxable year, inform the Holder of such determination and shall provide or cause to be provided to the Holder upon request a complete and accurate “PFIC Annual Information Statement” as described in section 1.1295-1(g)(1) of the U.S. Treasury Regulations for the Issuer or the applicable Subsidiary of the Issuer.

17	AMENDMENT AND WAIVER

The amendment, modification or supplement to any term of the Note shall be effected by a written instrument executed by the Holder and the Issuer. The observance of any provision in the Note may be waived only by the written consent of the party against whom such waiver is to be effective.

18	CANCELLATION

After the entire principal amount (including any accrued and unpaid interest) at any time owed on this Note has been paid in full or this Note has been converted in full to Ordinary Shares or other property in accordance with the terms of this Note, this Note shall be surrendered to the Issuer for cancellation and shall not be reissued.

19	GOVERNING LAW AND DISPUTE RESOLUTION

19.1

This Note, and any claim or cause of action hereunder based upon, arising out of or related to this Note (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Note, shall be governed by and construed in accordance with the laws of the Hong Kong, without giving effect to the principles of conflicts of law thereof.

19.2

Any dispute arising out of or relating to this Note, including any question regarding its existence, validity or termination (“Dispute”) shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules then in force. In the case of any Dispute, there shall be three arbitrators. The claimant(s) shall have the right to appoint one arbitrator, the respondent(s) shall have the right to appoint another arbitrator, and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. It shall not be incompatible with this arbitration agreement for any party to seek interim or conservatory relief from courts of competent jurisdiction before the constitution of the arbitral tribunal.

SENIORITY

This Note and the interest accrued under the Note are the senior obligations of the Issuer and will rank pari passu in right of payment with all other senior and unsubordinated obligations of the Issuer, including any other convertible note issued by the Issuer.

21	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

21.1	Company may Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.2, the Issuer shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:

21.1.1

the resulting, surviving or transferee person (the “Successor Company”), if not the Issuer, shall be a corporation organized and existing under the laws of the United States of America, any State thereof, the District of Columbia, the Cayman Islands, the British Virgin Islands, Bermuda or Hong Kong and the Successor Company (if not the Issuer) shall expressly assume, by amendment of the Note all of the obligations of the Issuer under the Note; and

21.1.2

immediately after giving effect to such transaction, no Event of Default or Default shall have occurred and be continuing.

For purposes of this Section 11.1.1, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer to another Person, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Issuer to another Person.

21.2

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company by amendment to the Note of the due and punctual payment of the principal of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note and the due and punctual performance of all of the covenants and conditions of the Note to be performed by the Issuer, such Successor Company (if not the Issuer) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties and assets, shall be substituted for the Issuer, with the same effect as if it had been named herein as the party of the first part.

21.3

Compliance. No consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Holder shall receive certificate executed by an executive officer of the Issuer that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption complies with the provisions of this Article 11.

22	MISCELLANEOUS

22.1	Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements of the Issuer contained in the Note shall bind its successors and assigns whether so expressed or not.

22.2

Official Acts by Successor Company. Any act or proceeding by any provision of the Note authorized or required to be done or performed by any board, committee or officer of the Issuer shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Issuer.

22.3

Notices. All notices and other communications given under this Note shall be in writing and shall be deemed to have been duly given: (a) upon receipt, when delivered personally; (b) one Business Day after deposit with an internationally recognized overnight courier service; or (c) when sent by confirmed electronic mail if sent during normal business hours of the recipient, or if not, then on the next Business Day, in each case properly addressed to the party to receive the same. The addresses of the parties for such communications are:

If to the Issuer, to:

Currenc Group Inc.

410 North Bridge Road, SPACES City Hall, Singapore 188726

Attn: Dr. HUI Ka Wah Ronnie

Telephone No.: +852 9023 3334

Email: Ronnie.hui@seamlessgroup.com

If to the Holder:

Pine Mountain Holdings Limited

Attn: Mr. LAO Wai Hong

Telephone No.: +852 6050 2130

Email: franklao@gmail.com

A party may change or supplement the addresses given above by giving the other party written notice thereof in the manner set forth above.

22.4

Delays or Omissions. No delay or failure by any party to insist on the strict performance of any provision of the Note, or to exercise any power, right or remedy, will be deemed a waiver or impairment of such performance, power, right or remedy or of any other provision of the Note, nor shall it be construed to be a waiver of any breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring

22.5	Interpretation. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of the Note, no presumption or burden of proof or persuasion will be implied because the Note was prepared by or at the request of any party or its counsel.

22.6

Rules of Construction. The headings contained in this Note are for reference purposes only and do not affect in any way the meaning or interpretation of this Note. In this Note, except as otherwise provided, (i) the terms “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation; (ii) where a reference is made herein to an Article, Section, Exhibit or Schedule, such reference is to an Article, Section, Exhibit or Schedule of this Note; (iii) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Note as a whole; (iv) any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders; (v) references to a Person are also to its successors and permitted assigns; and (vi) references to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation.

[Signature Page Follows]

IN WITNESS WHEREOF, the Issuer has executed and delivered this Note on the date first written above.

	Currenc Group Inc.

	By:
	Name:
	Title:

[Signature Page to Convertible Promissory Note]

EX-10.7 7 ex10-7.htm

Exhibit 10.7

WARRANT AGREEMENT

This Warrant Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of ____________, 2024, by and between (A) Currenc Group Inc., a Cayman Islands exempted company with limited liability (“Currenc” or the “Company”); (B) Seamless Group Inc. (“Seamless”).and (C) Pine Mountain Holdings Limited, a company organized under the laws of the British Virgin Islands, or its designated Affiliate (the the “Warrant Holder”). The Company, Seamless and the Warrant Holder are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, the Business Combination Agreement provided that, among other things, Merger Sub would merge with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of InFinT (the “merger” and the merger and the other transactions contemplated by the Business Combination Agreement, together, the “Transaction”). In connection with the Transaction, InFinT would change its corporate name to “Currenc Group Inc.”

WHEREAS, in connection with the Transaction, the Company agrees to issue, and Warrant Holder (in its capacity as purchaser) agrees to purchase certain promissory note in an aggregate principal amount of US$1,944,444 (the “Note Purchase”)

WHEREAS, pursuant to the Note Purchase, the Company has agreed to issue certain warrants to the Warrant Holder.

23	Warrants.

23.1	Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors or Chief Executive Officer and the Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

23.2	Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form, in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has been duly issued in accordance with the terms of this Agreement.

23.3	Registration.

	23.3.1	Warrant Register. The Company shall cause a warrant register (“Warrant Register”) to be maintained for the registration of original issuance and the registration of transfer of the Warrants.

	23.3.2	Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company may deem and treat the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant certificate made by anyone other than the Company), for the purpose of any exercise thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary.

24	Terms and Exercise of Warrants

24.1	Warrant Price. Each whole Warrant shall entitle the registered holder thereof, subject to the provisions of the Warrant Certificate and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price per share set out in the Warrant Certificate (“Warrant Price”), subject to the adjustments provided in Section 3.

24.2	Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of 45 days after the closing of the Business Combination Agreement (the “Business Combination Closing”) terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the Business Combination Closing, and (iii) the liquidation of the Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

24.3	Exercise of Warrants.

	24.3.1	Payment. Subject to the provisions of the Warrant Certificate and this Agreement, a Warrant may be exercised by the registered holder thereof by surrendering it, at the registered office of the Company with the subscription form, as set forth in the Warrant Certificate, duly executed, and by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares in lawful money of the United States, by good, certified check or wire payable to the Company.

	24.3.2	Issuance of Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless.

	24.3.3	Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.

	24.3.4	Date of Issuance. Each person in whose name any book entry position or certificate for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books or book entry system are open.

	24.3.5	Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this Section 2.3.5; however, no holder of a Warrant shall be subject to this Section 2.3.5 unless he, she or it makes such election. If the election is made by a holder, the Company shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Company’s actual knowledge, would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

24.3.6

Principal Market Regulation

(a)

The Company shall not issue any Ordinary Shares upon conversion of the Warrant, or otherwise pursuant to the terms of this Warrant, if the issuance of such Ordinary Shares would exceed the aggregate number of Ordinary Shares which the Company may issue upon conversion of the Warrants, or otherwise pursuant to the terms of the Warrants, without breaching the Company’s obligations under the rules or regulations of the Principal Market (the aggregate number of shares which may be issued under the Warrants and Warrants without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”), except that such limitation shall not apply in the event that the Company:

	(i)	obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of Ordinary Shares in excess of such amount; or

	(ii)	obtains a written opinion from counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Warrant Holder.

24.3.7

If the conversion of the Warrant will result in Section 2.3.6(a) being breached, the Company shall be entitled to cut back amount of the Warrants that can be converted until such time as either the condition in Section 2.3.6(a)(i), the condition in 2.3.6(a)(ii) has been fulfilled or the Company is otherwise permitted to issue the Ordinary Shares without breaching Section 2.3.6(a). The Company shall make reasonable endeavours to procure the satisfaction of these conditions without undue delay.

25	Adjustments.

25.1	Stock Dividends; Split Ups. If after the date hereof, and subject to the provisions of this Section 3 below, the number of outstanding Ordinary Shares is increased by a stock dividend payable in Ordinary Shares, or by a split up of Ordinary Shares, or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.

25.2	Aggregation of Shares. If after the date hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse stock split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.

25.3	Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares or other shares of the Company’s capital stock into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in Section 3.1 above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 3 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50.

25.4	Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 3.1 and 3.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.

25.5	Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by Section 3.1, 3.2 or 3.3 hereof or that solely affects the par value of the Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification also results in a change in the Ordinary Shares covered by Section 3.1, 3.2 or 3.3, then such adjustment shall be made pursuant to Section 3.1, 3.2, 3.3, 3.4 and this Section 3.5. The provisions of this Section 3.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

25.6	Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Holder, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Section 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

25.7	No Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 3, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole number of Ordinary Shares to be issued to the Warrant holder.

25.8	Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 3, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

25.9	Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 3 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 3, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 3 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

26	Transfer and Exchange of Warrants.

26.1	Registration of Transfer. The Company shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Company.

26.2	Procedure for Surrender of Warrants. Warrants may be surrendered to the Company, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Company shall issue in exchange therefor one or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Company shall not cancel such Warrant and issue new Warrants in exchange therefor until the Company has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

26.3	Fractional Warrants. The Company shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.

26.4	Service Charges. No service charge shall be made for any exchange or registration

27	Other Provisions Relating to Rights of Holders of Warrants.

27.1	No Rights as Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any pre-emptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

27.2	Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

27.3	Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

27.4	Piggyback Registration.

27.4.1

Registration:

	(a)	If the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), whether for its own account or for the account of other security holders, the Company shall give prompt written notice to the Company of its intention to do so.

	(b)	Upon the written request of the Company given within 20 days after the Company provides such notice, the Company shall use its best efforts to cause all Ordinary Shares held by the Company (the “Piggyback Shares”) to be included in such registration, subject to the provisions of this Section.

27.4.2

Cutback Provision:

(a)

If the managing underwriter(s) of any underwritten public offering advise the Company in writing that the total number of securities, including the Piggyback Shares, which the Company and any other persons intend to include in the offering, exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offering (the “Maximum Offering Size”), then the Company shall include in such registration only that number of such securities, including the Piggyback Shares, which in the reasonable opinion of such managing underwriter(s) can be sold without adversely affecting the marketability of the offering, with such shares to be allocated pro rata among the selling shareholders according to their respective ownership of the Company’s Ordinary Shares.

	27.4.3	Expenses:

		The Company shall bear all expenses incurred in connection with each registration of Piggyback Shares pursuant to this Section, except for underwriting discounts, commissions, and transfer taxes applicable to the sale of the Piggyback Shares.

	27.4.4	Ongoing Registration Commitment:

		The Company hereby undertakes to use its best efforts to effect at least one registration of its securities under the Securities Act per calendar year, for as long as (i) the Company continue to hold any Ordinary Shares that were issued upon conversion of the Warrants, (ii) and the Company did not have the opportunity to register such shares pursuant to the prior registrations made by the Company.

28	Miscellaneous Provisions.

28.1	Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Company shall bind and inure to the benefit of their respective successors and assigns.

28.2

28.2.1

if to the Company, to:

Pine Mountain Holdings Limited

Attn: Mr. LAO Wai Hong

Telephone No.: +852 6050 2130

Email: franklao@gmail.com

28.2.2

if to the Company, to:

Currenc Group Inc.

410 North Bridge Road, SPACES City Hall, Singapore 188726

Attn: Dr. HUI Ka Wah Ronnie

Telephone No.: +852 9023 3334

Email: Ronnie.hui@seamlessgroup.com

28.3	Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered holders of the Warrants.

28.4	Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

28.5	Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

28.6	Amendment and Waiver. This Agreement may be amended or modified, and any provision hereunder may be waived, only upon the prior written consent of the Company, Seamless and the Company.

28.7	Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

28.8	Costs and Expenses. Each party shall bear its own costs incurred in connection with this Agreement.

28.9	Entire Agreement. This Agreement and the Warrant Certificate constitute the full and entire understanding and agreement among the Parties with regard to the subject matter hereof and no Party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.

28.10	Governing Law; Arbitration. This Agreement shall in all respects be construed in accordance with and governed by Hong Kong laws, without reference to its choice of law rules. Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination (“Dispute”) shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules then in force. In the case of any Dispute, there shall be three arbitrators. The claimant(s) shall have the right to appoint one arbitrator, the respondent(s) shall have the right to appoint another arbitrator, and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. It shall not be incompatible with this arbitration agreement for any Party to seek interim or conservatory relief from courts of competent jurisdiction before the constitution of the arbitral tribunal.

28.11	Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by the Company; provided that (i) all rights of the Company, including rights to receive a Warrant, shall automatically be assigned to any transferee of the Company, and (ii) the Company may not assign its rights or obligations under this Agreement unless the Warrant Certificate is assigned in connection therewith.

IN WITNESS WHEREOF, the undersigned has executed or caused this Agreement to be executed by its duly authorized representative as of the date set forth below.

Pine Mountain Holdings Limited:

By:
Name:
Title:

		Date: _____________________________, 2024

Name in which Warrant is to be registered (if different):

Business Address:	Mailing Address (if different):

Attn: Mr. LAO Wai Hong	Attn: __________________________
Telephone No.: +852 6050 2130	Telephone No.:
Facsimile No.:	Facsimile No.:
Email: franklao@gmail.com	Email:

	Currenc Group Inc.

	By:
	Name:
	Title:

Date: _____________________________, 2024

	Seamless Group Inc.

	By:
	Name:
	Title:

Date: _____________________________, 2024

Exhibit A

Form of Warrant Certificate

Warrants

[Front]

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

Currenc Group Inc.,

(Incorporated Under the Laws of the Cayman Islands)

CUSIP [●]

Warrant Certificate

This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) (the “Warrants” and each, a “Warrant”) to purchase Ordinary Shares, $0.0001 par value (“Ordinary Shares”), of Currenc Group Inc., a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

The initial Exercise Price per one Ordinary Share for any Warrant is equal to $[ ] per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall be governed by and construed in accordance with the Hong Kong laws.

	Currenc Group Inc.

	By:
	Name:
	Title:

Date: _____________________________, 2024

[Back]

1	The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [ ] Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [ ], 2024 (the “Warrant Agreement”) between the Company and [ ] (the “Warrant Holder”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants.

2	Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

3	Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the registered office of the Company. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

4	Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Ordinary Shares is current and such Ordinary Shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of the residence of the holder, except through “cashless exercise” as provided for in the Warrant Agreement.

5	The Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.

6	Warrant Certificates, when surrendered, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

7	Upon due presentation for registration of transfer of this Warrant Certificate a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

8	The Company may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [ ] Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Currenc Group Inc.. (the “Company”) in the amount of $[ ] in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Ordinary Shares be delivered to [ ] whose address is [ ]. If said [ ] number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ].

Pine Mountain Holdings Limited:

By:
Name:
Title:

		Date: _____________________________, 2024

Name in which Ordinary Shares is to be registered (if different):

Business Address:	Mailing Address (if different):

Attn: Mr. LAO Wai Hong	Attn: __________________________
Telephone No.: +852 6050 2130	Telephone No.:
Facsimile No.:	Facsimile No.:
Email: franklao@gmail.com	Email:

EX-10.8 8 ex10-8.htm

Exhibit 10.8

Execution Version

InFint ACQUISITION CORP. and SEAMLESS GROUP, INC.

PROMISSORY NOTE

$5,700,000

August 30, 2024

FOR VALUE RECEIVED, InFint Acquisition Corp., a Cayman Islands exempted company (“InFint”) hereby promises to pay to EF Hutton LLC (herein called the “Holder”), the principal sum of five million, seven hundred thousand dollars ($5,700,000).

This Note Shall take effect upon the closing of the Business Combination Agreement dated 3 August 2022 among InFinT, Seamless Group Inc. (“Seamless”), a Cayman Islands exempt company and Fintech Merger Sub Corp. (“Fintech”) (the “Business Combination Agreement”) expected to take place on or around August 30, 2024, Seamless shall be jointly and severally liable with InFint to repay the Holder the amount due under this Note. InFinT and Seamless shall collectively herein be referred to as the “Company”).

In the case of an event of default, this Note shall bear interest at a rate of ten percent (10%) per annum until such event of default is cured. The principal amount of this Note and any accrued interest shall be payable in 6 equal monthly installments of $950,000 commencing on the third (3rd) month after the closing of the Business Combination Agreement and ending on or April 30, 2025 (the “Maturity Date”).

Payments hereunder shall be made at such place as the holder hereof shall designate to the undersigned, in writing, in lawful money of the United States of America. Any payment which becomes due on a Saturday, Sunday or legal holiday shall be payable on the next business day.

This Note shall (i) upon declaration by the Holder or (ii) automatically upon acceleration pursuant to clause (b) below, become immediately due and payable upon the occurrence of any of the following specified events of default:

(a) If the Company shall default in any of the due and punctual payments of the principal amount of this Note when and as the same shall become due and payable and such default is not cured within 30 days of the Holder giving notice to the Company of the default, whether at maturity or by acceleration; or

(b) If the Company shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking of possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the foregoing; or an involuntary case or other proceeding shall be commenced against the Company seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of 60 consecutive days.

Declaration of this Note being immediately due and payable by the Holder may only be made by written notice to the Company declaring the unpaid balance of the principal amount of this Note to be due. The Company agrees that a declaration of default via email from the Holder to the undersigned at ronnie.hui@seamlessgroup.com, with a copy to sasha@infintspac.com, is acceptable written notice. Such declaration shall be deemed given upon the occurrence of any event specified in clause (b) above. In the event of a default, all expenses and costs incurred by Holder in connection with enforcement of the Note and collection of any judgment on the Note, including reasonable attorneys’ fees, including those of Holder’s in-house counsel, shall be paid by the Company.

This Note may be prepaid by the Company in whole or in part at any time or from time to time without penalty or premium. The obligations of the Company and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.

The Company for itself and its successors and assigns hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance or endorsement of this Note, and agrees that this Note shall be deemed to have been made under, and shall be interpreted and governed by reference to, the laws of the State of New York. The Company for itself and its successors hereby expressly and irrevocably agrees that any suit or proceeding arising directly and/or indirectly pursuant to or under this Promissory Note shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of New York and agree that any process in any such action may be served upon any of them by electronic mail at ronnie.hui@seamlessgroup.com, with a copy tosasha@infintspac.com , personally or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York, New York. The Company for itself and its successors expressly and irrevocably waive any claim or defense that any such jurisdiction in New York, New York is not a convenient forum for any such suit or proceeding.

Except as expressly agreed in writing by the Holder, no extension of time for payment of this Note, or any installment hereof, and no alteration, amendment or waiver of any provision of this Note shall release, discharge, modify, change or affect the liability of the Company under this Note.

The Holder may assign this Note without any notice to the Company.

All of the covenants, stipulations, promises and agreements made by or contained in this Note on behalf of the undersigned shall bind its successors, whether so expressed or not.

No failure on the part of the Holder to exercise, and no delay in exercising, any right under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of such rights preclude any other or further exercise thereof or the exercise of any other right.

THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

It is the intention of the Company and the Holder that all payments due hereunder will be treated for accounting and tax purposes as indebtedness of the Company to the Holder. Each of the Company and the Holder agrees to report such payments due hereunder for the purposes of all taxes in a manner consistent with such intended characterization.

If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions herein shall in no way be affected thereby.

[signature page of Note follows]

IN WITNESS WHEREOF, the Company has caused this Note to be signed in its corporate name by a duly authorized officer as of the date hereinabove set forth.

	InFinT Acquisition Corp.

	By:	/s/ Alexander Edgarov
	Name:	Alexander Edgarov
	Title:	Chief Executive Officer

	Seamless Group Inc.

	By:	/s/ Ronnie Hui
	Name:	Ronnie Hui
	Title:	Chief Executive Officer

EF HUTTON LLC

By:	/s/ Gaurav Verma
Name:	Gaurav Verma
Title:	Managing Director/Head of SPACS

EX-10.9 9 ex10-9.htm

Exhibit 10.9

PROMISSORY NOTE

US $3,200,000.00

August 30, 2024

FOR VALUE RECEIVED, the undersigned, Currenc Group Inc., an exempted company limited by shares incorporated under the Laws of the Cayman Islands (the “Borrower”), hereby promises to pay, subject to the terms and conditions set forth herein, to Greenberg Traurig, LLP (the “Lender”), the sum of US $3,200,000.00 (the “Loan”). This promissory note (the “Note”) has been issued to the Lender as evidence of amounts owing pursuant to services rendered by the Lender in connection with the transactions contemplated under that certain Business Combination Agreement, dated August 3, 2022, among INFINT Acquisition Corp., Seamless Group Inc. and FINTECH Merger Sub Corp.

Payment.

Subject to the terms and conditions set forth herein, the Loan shall be due and payable in 10 equal monthly installments of $320,000 with the (i) first payment commencing on October 30, 2024 and the remaining payments continuing regularly and monthly thereafter on the 30th day of each such month (unless the 30th is not on a business day in which case the payment shall be made on the first business day prior to the 30th day of such month) and (ii) last payment being made on July 30, 2025; provided, that, if Borrower closes an equity or debt financing of at least $10,000,000 prior to the Maturity Date, the full amount outstanding under the Loan will be paid by the Lender on the closing date of such financing.

Notwithstanding anything else herein, the Borrower shall be entitled to repay the sum owing hereunder, in full or in part, at any time without notice, bonus or penalty unless earlier accelerated upon the occurrence of an Event of Default (as defined below).

2.	Representations and Warranties.

Borrower hereby represents and warrants to the Lender on the date hereof as follows: (a) Borrower is an exempted company duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands; (b) Borrower has the requisite power and authority, and the legal right, to execute and deliver this Note, and to perform its obligations hereunder; (c) the execution and delivery of this Note by Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws; Borrower has duly executed and delivered this Note; (d) no consent or authorization of, filing with, notice to, or other act by, or in respect of, any governmental authority or any other person or entity is required in order for Borrower to execute, deliver, or perform any of its obligations under this Note; (e) the execution and delivery of this Note and the consummation by Borrower of the transactions contemplated hereby do not and will not (i) violate any law applicable to Borrower or by which any of its properties or assets may be bound or (ii) constitute a default under any agreement or contract by which Borrower may be bound; (f) this Note is a valid, legal, and binding obligation of the Borrower, enforceable against Borrower in accordance with its terms; and (g) no action, suit, litigation, investigation, or proceeding of, or before, any arbitrator or governmental authority is pending or, to the knowledge of Borrower, threatened by or against Borrower or any of its property or assets (i) with respect to this Note or any of the transactions contemplated hereby or (ii) that could reasonably be expected to materially adversely affect Borrower’s financial condition or the ability of Borrower to perform its obligations under this Note.

3.	Surrender of Note.

After the Loan has been fully satisfied, including the principal amount of the Note together with all accrued interest, the Lender agrees to surrender this Note to Borrower for cancellation thereof.

4.	Events of Default.

The following constitute an event of default hereunder (each, an “Event of Default”):

(i)

Failure to Make Required Payments. Failure by Borrower to make any payment within one (1) business day of the specified due date or to pay the full amount of the Loan, including the remaining unpaid amount of the Note, by the Maturity Date.

(ii)

Failure to Comply. Failure of the Borrower to comply with any of the conditions or agreements set forth in this Note.

(iii)

Breach of Representation or Warranty. Any representation or warranty made by Borrower hereunder is incorrect in any material respect when made.

(iv)

Voluntary Bankruptcy, etc. The commencement by Borrower of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Borrower or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Borrower generally to pay its debts as such debts become due, or the taking of corporate action by Borrower in furtherance of any of the foregoing.

(v)

Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Borrower or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

Remedies.

(i)

Upon the occurrence of an Event of Default, the Loan shall accrue interest in cash (in U.S. dollars) on the unpaid principal amount thereof from time to time outstanding at fifteen percent (15%) per annum until the Loan is repaid in full, including the principal amount of the Note together with all accrued interest. Each computation by the Lender of interest hereunder shall be prima facie evidence of the amount at issue.

(ii)

Upon the occurrence of an Event of Default, the unpaid principal amount and unpaid accrued interest of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Lender. Additionally, Borrower shall reimburse Lender for all costs and expenses associated with its collection efforts, including, without limitation, its reasonable attorneys’ fees.

Waivers.

Borrower and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Lender under the terms of this Note, and all benefits that might accrue to Borrower by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Borrower agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Lender.

7.	Unconditional Liability.

Borrower hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Lender, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other provisions of this Note, and agrees that additional borrowers, endorsers, guarantors, or sureties may become parties hereto without notice to Borrower or affecting Borrower’s liability hereunder.

BORROWER AGREES THAT ALL OF ITS PAYMENT OBLIGATIONS HEREUNDER SHALL BE ABSOLUTE, UNCONDITIONAL AND, FOR THE PURPOSES OF MAKING PAYMENTS HEREUNDER, BORROWER HEREBY WAIVES ANY RIGHT TO ASSERT ANY SETOFF, COUNTERCLAIM OR CROSS-CLAIM.

FURTHER, BORROWER WAIVES (I) ANY NOTICE OR HEARING PRIOR TO THE TAKING POSSESSION OR CONTROL BY LENDER OF ANY COLLATERAL GIVEN BY THE UNDERSIGNED, (II) THE POSTING OF ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF ITS RIGHTS OR REMEDIES, INCLUDING THE ISSUANCE OF AN IMMEDIATE WRIT OF POSSESSION, AND (III) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION OF LAWS.

THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF.

8.	Governing Law.

The validity and construction of this Note shall be governed by the laws of the State of New York (without reference to its conflicts of law principles), and to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted.

9.	Waiver and Modifications.

This Note may not be waived, changed, modified or discharged except by an agreement in writing signed by the Lender and the Borrower. This Note shall be binding upon the Borrower and their executor and assigns and shall inure to the benefit of and be enforceable by the Lender and their executors and assigns.

10.

Notices.

All notices hereunder to the Borrower or the Lender shall be given in the manner specified from time to time by the parties. The Borrower hereby waives presentment for payment, notice of non-payment, protest and notice of protest of this Note and diligence in collection or bringing suit.

11.	Assignments, etc.

The rights and obligations of the Borrower and the Lender hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise), provided that this Note may not be offered for sale, pledged, hypothecated, or otherwise encumbered, transferred or disposed of by the Lender without the prior written consent of the Borrower, and may not be assigned, transferred or negotiated by the Borrower to any person without the prior written consent of the Lender.

12.	Severability.

If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

13.	Counterparts.

This Note may be executed in multiple counterparts and delivered by facsimile or other means of electronic communication, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Balance of page intentionally left blank. Execution pages to follow.]

IN WITNESS WHEREOF this Note has been executed and delivered by the Borrower as of the date first written above.

	BORROWER:

	CURRENC GROUP INC.

	By:	/s/ Ronnie Hui
	Name:	Ronnie Hui
	Title:	Chief Executive Officer

ACKNOWLEDGED AND AGREED to by the Lender as of the date first written above.

GREENBERG TRAURIG LLP

By:	/s/ Alan Annex
Name:	Alan Annex
Title:	Shareholder

[Signature Page to Promissory Note]

EX-10.10 10 ex10-10.htm

Exhibit 10.10

Execution Version

PROMISSORY NOTE

US $603,623.00

August 30, 2024

FOR VALUE RECEIVED, the undersigned, Currenc Group Inc., an exempted company limited by shares incorporated under the Laws of the Cayman Islands (the “Borrower”), hereby promises to pay, subject to the terms and conditions set forth herein, to INFINT Capital LLC, a Delaware limited liability company (the “Lender”), the sum of US $603,623.00 (the “Loan”). This promissory note (the “Note”) has been issued to the Lender as evidence of the working capital loans provided by the Lender to Borrower to finance working capital expenses. This Note amends, replaces and supersedes in its entirety that certain unsecured promissory note, dated September 13, 2024, issued by the Borrower in favor of the Lender in the principal amount of up to $400,000 (the “Original Note”), and any unpaid principal balance of the indebtedness evidenced by the Original Note is being merged into and will hereafter be evidenced by this Note.

Payment.

Subject to the terms and conditions set forth herein, the Loan shall be due and payable in 10 equal monthly installments of $60,362.30 with the (i) first payment commencing on October 30, 2024 and the remaining payments continuing regularly and monthly thereafter on the 30th day of each such month (unless the 30th is not on a business day in which case the payment shall be made on the first business day prior to the 30th day of such month) and (ii) last payment being made on July 30, 2025; provided, that, if Borrower closes an equity or debt financing of at least $10,000,000 prior to the Maturity Date, the full amount outstanding under the Loan will be paid by the Lender on the closing date of such financing.

2.	Representations and Warranties.

3.	Surrender of Note.

After the Loan has been fully satisfied, including the principal amount of the Note together with all accrued interest, the Lender agrees to surrender this Note to Borrower for cancellation thereof.

4.	Events of Default.

The following constitute an event of default hereunder (each, an “Event of Default”):

(i)

(ii)

Failure to Comply. Failure of the Borrower to comply with any of the conditions or agreements set forth in this Note.

(iii)

Breach of Representation or Warranty. Any representation or warranty made by Borrower hereunder is incorrect in any material respect when made.

(iv)

(v)

Remedies.

(i)

(ii)

Waivers.

7.	Unconditional Liability.

THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF.

8.	Governing Law.

9.	Waiver and Modifications.

10.

Notices.

11.	Assignments, etc.

12.	Severability.

13.	Counterparts.

[Balance of page intentionally left blank. Execution pages to follow.]

IN WITNESS WHEREOF this Note has been executed and delivered by the Borrower as of the date first written above.

	BORROWER:

	CURRENC GROUP INC.

	By:	/s/ Ronnie Hui
	Name:	Ronnie Hui
	Title:	Chief Executive Officer

ACKNOWLEDGED AND AGREED to by the Lender as of the date first written above.

INFINT CAPITAL LLC

By:
Name:
Title:

[Signature Page to Promissory Note]

IN WITNESS WHEREOF this Note has been executed and delivered by the Borrower as of the date first written above.

	BORROWER:

	CURRENC GROUP INC.

	By:
	Name:
	Title:

ACKNOWLEDGED AND AGREED to by the Lender as of the date first written above.

INFINT CAPITAL LLC

By:	/s/ Alexander Edgarov
Name:	Alexander Edgarov
Title:	Managing Member

[Signature Page to Promissory Note]

EX-21.1 11 ex21-1.htm

Exhibit 21.1

EX-99.1 12 ex99-1.htm

EXHIBIT 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Unless otherwise indicated, defined terms included below shall have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on September 6, 2024.

Introduction

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. For each of the periods presented, the unaudited pro forma condensed combined financial information reflects the combination of historical financial information of Seamless and INFINT, including (1) certain transactions required under the Business Combination Agreement; specifically (a) the Divestitures by Seamless of all of the equity interests that it owns in (i) TNG Asia, (ii) FNTI and (iii) GEA (“the Divested Entities”), (b) acquisition of an additional ownership share in Dynamic Indonesia, parent company of the WalletKu operating group, such that Seamless holds financial control of 79% of WalletKu, (c) exercise by the holder of a conversion right under the Convertible Bond Instrument to convert it into Seamless shares, and (2) the Business Combination, the payment of transaction costs associated therewith and the cash settlement of certain obligations in accordance with INFINT IPO (for purposes of this Exhibit 99.1, collectively, the “Transactions”). For purposes of this Exhibit 99.1, Seamless and INFINT are collectively referred to as the “Companies,” and the Companies, subsequent to the Business Combination, are referred to herein as the “Combined Company.”

The unaudited pro forma condensed combined financial information has been presented to provide relevant information necessary for an understanding of the Combined Company subsequent to completion of the Transactions. The unaudited pro forma condensed combined balance sheet, which has been presented for the Combined Company as of June 30, 2024, gives effect to the Transactions as if they were consummated on June 30, 2024. The unaudited pro forma condensed combined statements of operations, which have been presented for the six months ended June 30, 2024 and for the year ended December 31, 2023, give pro forma effect to the Transactions as if they had occurred on January 1, 2023. The unaudited pro forma condensed combined balance sheet does not purport to represent, and is not necessarily indicative of, what the actual financial condition of the Combined Company would have been had the Transactions taken place on June 30, 2024, nor is it indicative of the financial condition of the Combined Company as of any future date. The unaudited pro forma condensed combined statements of operations do not purport to represent, and are not necessarily indicative of, what the actual results of operations of the Combined Company would have been had the Transactions taken place on January 1, 2023, nor is it necessarily indicative of the results of operations of the Combined Company for any future period.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and notes thereto, which are included elsewhere in this Form 8-K, the Proxy Statement/Prospectus, or INFINT’s periodic filings with the SEC:

	●	The historical unaudited consolidated financial statements of Seamless as of and for the six months ended June 30, 2024 and the historical audited consolidated financial statements of Seamless as of and for the year ended December 31, 2023, and

	●	The historical unaudited financial statements of INFINT as of and for the three and six months ended June 30, 2024 and the historical audited financial statements of INFINT as of and for the year ended December 31, 2023.

This unaudited pro forma condensed combined financial information should be read together with the sections of this Form 8-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Seamless” and INFINT’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in its Form 10-Q for the second quarter of 2024 and the section of the Proxy Statement/Prospectus entitled “Proposal No. 1— The Business Combination Proposal,” as well as other information included elsewhere in the Proxy Statement/Prospectus, which is incorporated herein by reference.

Description of the Transactions

INFINT was a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. INFINT consummated its IPO of 17,391,200 units at an offering price of $10.00 per unit on November 23, 2021. Simultaneously with the closing of the INFINT IPO, INFINT completed the Private Placement of 7,032,580 warrants issued to the Sponsor, generating total proceeds of $7,032,580. On November 23, 2021, the underwriters exercised their over-allotment option in full, according to which the Company consummated the sale of an additional 2,608,680 Units, at $10.00 per Unit, and the sale of an additional 764,262 Private Warrants, at $1.00 per Private Warrant. Following the closing of the over-allotment option, the Company generated total gross proceeds of $207,795,642 from the INFINT IPO and the Private Placement, of which the Company raised $199,998,800 in the INFINT IPO, $7,796,842 in the Private Placement and of which $202,998,782 was placed in the Company’s trust account established in connection with the INFINT IPO.

On February 14, 2023, INFINT shareholders approved an amendment to INFINT’s memorandum and articles of association, to extend the date by which it has to consummate a Business Combination from February 23, 2023 to August 23, 2023 (or such earlier date as determined by the INFINT Board). Under Cayman Islands law, the amendment to the memorandum and articles of association took effect upon approval of the proposal to amend the memorandum and articles of association. In connection with the votes to approve the proposal to amend the memorandum and articles of association, the holders of 10,415,452 Class A ordinary shares of INFINT 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 INFINT’s trust account as of February 14, 2023.

On August 18, 2023, INFINT shareholders approved an amendment to INFINT’s memorandum and articles of association, to extend the date by which it 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 (the “Second Extended Date”). Under Cayman Islands law, the amendment to the memorandum and articles of association took effect upon approval of the proposal to amend the memorandum and articles of association. In connection with the votes to approve the Second Extension Proposal, the holders of 2,176,003 Class A ordinary shares of INFINT 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 INFINT’s trust account as of August 18, 2023.

On February 16, 2024, INFINT shareholders approved an amendment to INFINT’s memorandum and articles of association, to extend the date by which it has to consummate a Business Combination from February 23, 2024 to November 23, 2024, or such earlier date as determined by the Board (the “Third Extended Date”). Under Cayman Islands law, the amendment to the memorandum and articles of association took effect upon approval of the proposal to amend the memorandum and articles of association. In connection with the votes to approve the Third Extension Proposal, the holders of 2,661,404 Class A ordinary shares of INFINT 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 INFINT’s trust account as of February 16, 2024. After the February 2024 Redemption, INFINT had 4,747,021 Class A shares outstanding and potentially redeemable in the future.

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 continued 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 was completed.

On August 30, 2024, INFINT and Seamless consummated the Business Combination (the “Closing”) contemplated by the Business Combination Agreement between the parties dated August 3, 2022. INFINT is the legal acquirer of Seamless, in that all Seamless shares issued and outstanding immediately prior to the merger were canceled and converted into the right to receive INFINT ordinary shares. However, for financial reporting purposes, Seamless is deemed the accounting acquirer and INFINT the acquired company. See “Proposal No. 1— The Business Combination Proposal — Anticipated Accounting Treatment of the Business Combination.”

The following activities are reflected in the unaudited pro forma condensed combined financial statements below:

●

Prior to the Closing, related to certain matters that were required to take place per the Business Combination Agreement:

	○	The Divestiture by Seamless of all of the equity interests that it owns in (a) TNG Asia, (b) FNTI and (c) GEA such that, upon consummation of these Divestitures, the Divested Entities are no longer Affiliates of Seamless or included in the consolidated financial statements of Seamless.

	○	The acquisition of an additional ownership share in Dynamic Indonesia, the parent company of the WalletKu operating group, such that Seamless holds financial control of 79% of WalletKu.

	○	The exercise by the holder of a conversion right under the Convertible Bond Instrument to convert that instrument into Seamless shares.

●

In connection with the Closing:

	○	The payment of transaction costs incurred by both Seamless and INFINT.

	○	The conversion of INFINT’s Class B shares to Class A ordinary shares on a one-for-one basis.

	○	INFINT’s contribution of all of its assets to Seamless, including but not limited to, the proceeds from the trust account (net of proceeds used to fund the redemption of the Class A ordinary shares held by eligible shareholders who properly elect to have their shares redeemed as of the Closing).

	○	The issuance of an aggregate of 200,000 shares to vendors in connection with the Closing.

	○	The issuance of promissory notes for approximately $5.7 million to EF Hutton LLC, approximately $3.2 million to Greenberg Traurig LLP, and $603,623 to INFINT Capital LLC.

	○	Simultaneous with the Closing, New Seamless also completed a series of private financings, issuing a Convertible Note (convertible into 194,444 Ordinary Shares) for $1.94 million, 400,000 commitment shares, and warrants to purchase 136,110 Ordinary Shares in a private placement to a PIPE investor (the “PIPE Offering”), which raised $1.75 million in net proceeds.

Accounting for the Business Combination

Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, INFINT is treated as the acquired company for financial reporting purposes, and Seamless is treated as the accounting acquirer. In accordance with this accounting method, the Business Combination is treated as the equivalent of Seamless issuing stock for the net assets of INFINT, accompanied by a recapitalization. The net assets of INFINT are stated at historical cost, with no goodwill recorded, and operations prior to the Business Combination are those of Seamless. Seamless is deemed the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances:

	●	Seamless’ existing equity holders hold a majority voting interest in the Combined Company;

	●	Seamless’ existing equity holders have the ability to nominate and elect the majority of the Combined Company’s Board of Directors;

	●	Seamless’ existing senior management team comprise the senior management of the Combined Company; and

	●	Seamless’ operations comprise the ongoing operations of the Combined Company.

Basis of Pro Forma Presentation

In accordance with Article 11 of Regulation S-X, pro forma transaction adjustments to the historical combined financial information of Seamless and INFINT only give effect to events that are both factually supportable and directly attributable to the Transactions. The unaudited pro forma condensed combined financial information does not give effect to any synergies, operating efficiencies, or other benefits that may result from consummation of the Transactions. Seamless and INFINT have not had any historical relationship prior to the Business Combination. Therefore, preparation of the accompanying pro forma financial information did not require any adjustments related to such historical transactions other than an adjustment for the settlement of the balance on the promissory note owed by INFINT to Seamless (see Note 2, adjustment P).

Pursuant to INFINT’s current memorandum and articles of association, INFINT’s public shareholders were offered the opportunity to request that INFINT redeem their Class A ordinary shares for cash upon consummation of the Business Combination, irrespective of whether they vote for or against the Business Combination. If a public shareholder properly exercised its right to redemption of its shares, INFINT redeemed each share for cash equal to the public shareholder’s pro rata portion of the trust account.

The unaudited pro forma condensed combined financial information has been prepared to reflect the redemption of 4,652,105 Class A ordinary shares outstanding for $54,846,559.

There are no pro forma adjustments related to the outstanding public warrants and private placement warrants issued in connection with the IPO that are classified as equity in INFINT’s historical balance sheet, as such securities continue to be classified as equity after the Closing.

The following table provides a pro forma summary of the number and percentage of ordinary shares of the Combined Company that would have been outstanding if the Transactions had occurred on June 30, 2024:

Pro Forma Ownership(1)	New Seamless ordinary shares		% of Outstanding shares
Public shareholders(2)		94,916		0.20
Sponsor		4,483,026		9.63
Other converted Class B shareholders		1,250,058		2.69
Underwriters		99,999		0.22
Vendors		200,000		0.43
PIPE investor		400,000		0.86
Existing Seamless shareholders		40,000,000		85.97

(1) Excludes potential dilution from the exercise of warrants.

(2) Reflects the redemption of public shares (4,652,105 shares at a redemption price of $11.79 per share) upon the Business Combination.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only. The pro forma adjustments represent estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available. The accounting for certain instruments, including those issued in the PIPE Offering, is subject to change as additional information becomes available and additional analyses are performed, and such changes could be material once the final accounting positions and valuations are determined by the Company. Assumptions and estimates underlying the pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The actual financial position and results of operations of the Combined Company subsequent to consummation of the Transactions may differ significantly from the pro forma amounts reflected herein.

PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2024

(UNAUDITED)

	Historical Seamless (A)			Pro Forma Adjustments for Pre-Closing Transactions (B)			Historical Seamless Adjusted for Pre-Closing Transactions (F)			Historical INFINT			Pro Forma Transaction Accounting Adjustments			Pro Forma Combined
Assets

Cash and cash equivalents	$	48,615,329		$	(1,366,454	)	$	47,248,875		$	8,780		$	55,617,522	(G)
														1,750,000	(Q)
														(300,000	)(H)
														(2,798,407	)(I)
														(528,750	)(J)
														(1,150,005	)(K)
														(160,000	)(L)
														(54,846,559	)(N)	$	44,841,456
Restricted cash		4,782,536			(4,744,198	)		38,338			-			-			38,338
Short-term investments		300,023			(300,023	)		-			-			-			-
Accounts receivable, net		2,315,187			-			2,315,187			-			-			2,315,187
Escrow money receivable		3,547,629			(3,547,629	)		-			-			-			-
Prepayments, receivables and other assets		22,960,400			(2,040,813	)		20,919,587			-			528,750	(J)		21,448,337
Amounts due from related parties		5,714,588			(950,339	)		4,764,249			-			(316,297	)(P)		4,447,952
Total current assets		88,235,692			(12,949,456	)		75,286,236			8,780			(2,203,746	)		73,091,270
Investment in an equity security		100,000			-			100,000			-						100,000
Equipment and software, net		928,301			(27,987	)		900,314			-			-			900,314
Right-of-use assets, net		56,241			-			56,241			-			-			56,241
Intangible assets, net		8,665,543			(4,509,147	)		4,156,396			-			-			4,156,396
Goodwill		26,999,726			-			26,999,726			-			-			26,999,726
Investments held in trust		-			-			-			55,457,522			160,000	(L)
														(55,617,522	)(G)		-
Deferred tax assets		621,796			-			621,796			-			-			621,796
Total assets	$	125,607,299		$	(17,486,590	)	$	108,120,709		$	55,466,302		$	(57,661,268	)	$	105,925,743

Liabilities

Borrowings	$	18,025,806		$	(6,862,104	)	$	11,163,702		$	-			-			11,163,702
Client money payable		4,482,818			(4,482,818	)		-			-			-			-
Accruals and other payables		40,998,979			(3,569,212	)		37,429,767			4,451,195			(1,150,005	)(K)
														(3,200,000	)(S)		37,530,957
Lease liabilities		60,829			-			60,829			-			-			60,829
Receivables factoring		327,822			-			327,822			-			-			327,822
Convertible bonds		10,000,768			(10,000,768	)(D)		-			-			-			-
Promissory note from underwriter		-			-			-			-			5,700,000	(H)		5,700,000
Promissory note from attorney		-			-			-			-			3,200,000	(S)		3,200,000
Amounts due to related parties		90,403,958			(14,826,262	)		75,577,696			969,704			(316,297	)(P)		76,231,103
Total current liabilities	$	164,300,980		$	(39,741,164	)	$	124,559,816		$	5,420,899		$	4,233,698		$	134,214,413

Other non-current liabilities		53,009			-			53,009			-			-			53,009
Deferred tax liabilities		1,061,893			-			1,061,893			-			-			1,061,893
Long-term borrowings		2,706,152			(2,702,337	)(C)		3,815			-			-			3,815
Convertible note		-			-			-			-			1,500,000	(Q)		1,500,000
Deferred underwriting fee payable		-			-			-			5,999,964			(5,999,964	)(H)		-
Total liabilities	$	168,122,034		$	(42,443,501	)	$	125,678,533		$	11,420,863		$	(266,266	)	$	136,833,130

Class A common shares subject to possible redemption		-			-			-			55,457,522			160,000	(M)
														(55,617,522	)(M)		-
Noncontrolling interest subject to possible redemption		2,957,948			(2,957,948	)(C)		-			-			-			-

Shareholders’ (Deficit) Equity:

Class A common shares (O)		58,030			2,270	(C)(D)		60,300			-			(55,182	)(M)
														(465	)(N)		4,653
Class B common shares (O)		-			-			-			583			(583	)(M)		-
Preferred shares (O)		-			-			-			-			-			-
Additional paid-in capital		29,172,373			14,993,574	(C)(D)		44,165,947			-			85,445,653	(M)
														(12,267,073	)(M)
														(1,944,000	)(I)
														(54,846,094	)(N)		60,554,433
Accumulated deficit		(98,896,742	)		12,919,015	(E)		(85,977,727	)		(11,412,666	)		12,267,073	(M)
														(27,522,366	)(M)
														(854,407	)(I)
														(36	)(H)
														(2,000,000	)(R)
														(160,000	)(M)		(115,660,129	)
Accumulated other comprehensive income		(44,402	)		-			(44,402	)		-			-			(44,402	)
Noncontrolling interests		24,238,058			-			24,238,058			-			-			24,238,058
Total Shareholders’ (Deficit) Equity		(45,472,683	)		27,914,859			(17,557,824	)		(11,412,083	)		(1,937,480	)		(30,907,387	)
Total Liabilities, Redeemable Securities and Shareholders’ (Deficit) Equity	$	125,607,299		$	(17,486,590	)	$	108,120,709		$	55,466,302		$	(57,661,268	)	$	105,925,743

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2024

(UNAUDITED)

	Historical Seamless			Pro Forma Adjustments for Pre-Closing Transactions (aa)			Historical Seamless Adjusted for Pre-Closing Transactions			Historical INFINT			Pro Forma Transaction Accounting Adjustments			Pro Forma Combined
Revenue	$	24,110,787		$	(3,062,945	)(bb)	$	21,047,842		$	-		$	-		$	21,047,842
Cost of revenue		15,906,252			(2,129,693	)(cc)		13,776,559			-			-			13,776,559
Gross profit (loss)		8,204,535			(933,252	)		7,271,283			-			-			7,271,283

Expenses
Selling expenses		9,759			(9,759	)(dd)		-			-			-			-
General and administrative		10,965,337			(2,942,980	)(dd)		8,022,357			824,072			52,875	(ff)
								-						5,268,301	(gg)		14,167,605
Administrative expenses from Related Party		-			-			-			72,000			-			72,000
		10,975,096			(2,952,739	)		8,022,357			896,072			5,321,176			14,239,605
Operating income (loss)		(2,770,561	)		2,019,487			(751,074	)		(896,072	)		(5,321,176	)		(6,968,322	)

Other expense (income)
Interest earned on marketable securities held in Trust Account		-			-			-			(1,660,225	)		1,660,225	(hh)		-
Other expense (income), net		(498,446	)		83,540	(dd)		(414,906	)		-			-			(414,906	)
Interest expense, net		3,826,722			(2,681,928	)(dd), (ee)		1,144,794			-			-			1,144,794
Total other expense (income), net		3,328,276			(2,598,388	)		729,888			(1,660,225	)		1,660,225			729,888
Loss before income taxes		(6,098,837	)		4,617,875			(1,480,962	)		764,153			(6,981,401	)		(7,698,210	)
Income tax expense		140,429			-			140,429			-			-			140,429
Net loss	$	(6,239,266	)	$	4,617,875		$	(1,621,391	)	$	764,153		$	(6,981,401	)	$	(7,838,639	)
Net income attributable to noncontrolling interests		(609,895	)		-			(609,895	)		-			-			(609,895	)
Net loss attributable to controlling interests	$	(6,849,161	)	$	4,617,875		$	(2,231,286	)	$	764,153		$	(6,981,401	)	$	(8,448,534	)


Pro forma net loss per share information:
Weighted average shares outstanding		58,030,000									11,252,767						46,527,999	(ss)
Basic and diluted net loss per share attributable to controlling interests	$	(0.12	)							$	0.07					$	(0.18	)(ss)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2023

(UNAUDITED)

	Historical Seamless			Pro Forma Adjustments for Pre-Closing Transactions (ii)			Historical Seamless Adjusted for Pre-Closing Transactions			Historical INFINT			Pro Forma Transaction Accounting Adjustments			Pro Forma Combined
Revenue	$	53,255,361		$	(7,447,535	)(jj)	$	45,807,826		$	-		$	-		$	45,807,826
Cost of revenue		35,899,057			(4,207,395	)(kk)		31,691,662			-			-			31,691,662
Gross profit (loss)		17,356,304			(3,240,140	)		14,116,164			-			-			14,116,164

Expenses
Selling expenses		25,880			(25,880	)(ll)		-			-			-			-
General and administrative		23,976,209			(5,584,455	)(ll)		18,391,754			1,819,312			105,750	(nn)
								-						22,254,065	(oo)		42,570,881
Administrative expenses from Related Party		-			-			-			208,395			-			208,395
		24,002,089			(5,610,335	)		18,391,754			2,027,707			22,359,815			42,779,276
Operating income (loss)		(6,645,785	)		2,370,195			(4,275,590	)		(2,027,707	)		(22,359,815	)		(28,663,112	)

Other expense (income)
Interest earned on marketable securities held in Trust Account		-			-			-			(5,175,207	)		5,175,207	(pp)		-
Transaction costs		-			-			-			-			3,014,407	(qq), (rr)		3,014,407
Other expense (income), net		(754,032	)		(118,697	)(ll)		(872,729	)		-			-			(872,729	)
Interest expense, net		8,002,552			(5,688,163	)(ll), (mm)		2,314,389			-			-			2,314,389
Total other expense (income), net		7,248,520			(5,806,860	)		1,441,660			(5,175,207	)		8,189,614			4,456,067
Loss before income taxes		(13,894,305	)		8,177,055			(5,717,250	)		3,147,500			(30,549,429	)		(33,119,179	)
Income tax expense		523,481			-			523,481			-			-			523,481
Net loss	$	(14,417,786	)	$	8,177,055		$	(6,240,731	)	$	3,147,500		$	(30,549,429	)	$	(33,642,660	)
Net income attributable to noncontrolling interests		(888,764	)		-			(888,764	)		-			-			(888,764	)
Net loss attributable to controlling interests	$	(15,306,550	)	$	8,177,055		$	(7,129,495	)	$	3,147,500		$	(30,549,429	)	$	(34,531,424	)

Pro forma net loss per share information:
Weighted average shares outstanding		58,030,000									15,857,599						46,527,999	(ss)
Basic and diluted net loss per share attributable to controlling interests	$	(0.26	)							$	0.20					$	(0.74	)(ss)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

NOTE 1 – BASIS OF PRO FORMA PRESENTATION

The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, INFINT is treated as the acquired company for financial reporting purposes, and Seamless is treated as the accounting acquirer. The Business Combination is treated as the equivalent of Seamless issuing stock for the net assets of INFINT, accompanied by a recapitalization. The net assets of INFINT are stated at historical cost, with no goodwill recorded. Operations prior to the Business Combination are those of Seamless.

The unaudited pro forma condensed combined balance sheet as of June 30, 2024 assumes that the Transactions were completed on June 30, 2024. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2024 and for the year ended December 31, 2023 give pro forma effect to the Transactions as if they had occurred on January 1, 2023.

	●	The historical unaudited consolidated financial statements of Seamless as of and for the six months ended June 30, 2024 and the historical audited consolidated financial statements of Seamless as of and for the year ended December 31, 2023; and

	●	The historical unaudited financial statements of INFINT as of and for the three and six months ended June 30, 2024 and the historical audited financial statements of INFINT as of and for the year ended December 31, 2023.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the differences may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to management as of the date of the unaudited pro forma condensed combined financial statements, and the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements.

NOTE 2 – ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2024

The unaudited pro forma condensed combined balance sheet as of June 30, 2024 includes the following adjustments:

A – This column represents the historical consolidated balance sheet of Seamless as of June 30, 2024 prior to the divestiture of the Divested Entities, and with Seamless holding a 57.5% controlling financial interest in Dynamic Indonesia, the parent company of the WalletKu operating group, among other subsidiaries.

B – This column represents the combined impact of certain transactions required under the Business Combination Agreement that took place after the balance sheet date and prior to the Closing. Specifically, these transactions include: (1) the divestiture by Seamless of all of the equity interests that it owned in the Divested Entities such that the assets and liabilities of the Divested Entities are no longer included in the consolidated financial statements of Seamless, (2) the acquisition of an additional ownership share in Dynamic Indonesia, such that Seamless holds financial control of 79% of WalletKu, and (3) the exercise by the holder of a conversion right under the Convertible Bond Instrument to convert that instrument into Seamless shares (collectively, the “pre-Closing transactions”).

The transactions included in adjustments column B of the pro forma condensed combined balance sheet include:

Pro Forma Balance Sheet Line Item	Divestitures			Acquisition of Additional Ownership Shares of Dynamic Indonesia, Parent of Walletku			Conversion of Convertible Bonds into Seamless Shares			Total Adjustments
	(1)			(2)			(3)			(B)
Assets
Cash and cash equivalents	$	(1,366,454	)	$	-		$	-		$	(1,366,454	)
Restricted cash		(4,744,198	)		-			-			(4,744,198	)
Short-term investments		(300,023	)		-			-			(300,023	)
Accounts receivable, net		-			-			-			-
Escrow money receivable		(3,547,629	)		-			-			(3,547,629	)
Prepayments, receivables and other assets		(2,040,813	)		-			-			(2,040,813	)
Amounts due from related parties		(950,339	)		-			-			(950,339	)
Total current assets		(12,949,456	)		-			-			(12,949,456	)
Investment in an equity security		-			-			-			-
Equipment and software, net		(27,987	)		-			-			(27,987	)
Right-of-use assets, net		-			-			-			-
Intangible assets, net		(4,509,147	)		-			-			(4,509,147	)
Goodwill		-			-			-			-
Investments held in trust		-			-			-			-
Deferred tax assets		-			-			-			-
Total assets	$	(17,486,590	)	$	-		$	-		$	(17,486,590	)


Liabilities
Borrowings	$	(6,862,104	)	$	-		$	-		$	(6,862,104	)
					-
Client money payable		(4,482,818	)		-			-			(4,482,818	)
Accruals and other payables		(3,569,212	)		-			-			(3,569,212	)
Lease liabilities		-			-			-			-
Receivables factoring		-			-			-			-
Convertible bonds		-			-			(10,000,768	)(D)		(10,000,768	)
Amounts due to related parties		(14,826,262	)		-			-			(14,826,262	)
Total current liabilities	$	(29,740,396	)	$	-		$	(10,000,768	)	$	(39,741,164	)

Other non-current liabilities		-			-			-			-
Deferred tax liabilities		-			-			-			-
Long-term borrowings		(665,209	)		(2,037,128	)(C)		-			(2,702,337	)
Convertible bonds		-			-			-			-
Deferred underwriting fee payable		-			-			-			-
Total liabilities	$	(30,405,605	)	$	(2,037,128	)	$	(10,000,768	)	$	(42,443,501	)

Class A common shares subject to possible redemption		-			-			-			-
Noncontrolling interest subject to possible redemption		-			(2,957,948	)(C)		-			(2,957,948	)

Shareholders’ (Deficit) Equity:
Class A common shares		-			660	(C)		1,610	(D)		2,270
Class B common shares		-			-			-			-
											-
Preferred shares		-			-			-			-
Additional paid-in capital		-			4,994,416	(C)		9,999,158	(D)		14,993,574
Accumulated deficit		12,919,015	(E)		-			-			12,919,015
Accumulated other comprehensive income		-			-			-			-
Noncontrolling interests		-			-			-			-
Total Shareholders’(Deficit) Equity		12,919,015			4,995,076			10,000,768			27,914,859

Total Liabilities, Redeemable Securities and Shareholders’ (Deficit) Equity	$	(17,486,590	)	$	-		$	-		$	(17,486,590	)

C – As of June 30, 2024, Seamless owns 59.2% of Dynamic Indonesia, which owns 79% of the WalletKu operating group. The remaining 40.8% ownership in Dynamic Indonesia is reflected on the June 30, 2024 historical balance sheet as Noncontrolling interest subject to redemption because the remaining 40.8% ownership in Dynamic Indonesia is redeemable by the holder pursuant to a put option agreement. The holder exercised the put option prior to the Closing of the Business Combination, enabling Seamless to acquire the remaining shares of Dynamic Indonesia. Seamless then owned 100% of Dynamic Indonesia and thereby obtained 79% control over the WalletKu operating group. The put option agreement allowed Seamless to pay for the purchase price of the 40.8% interest in Dynamic Indonesia as well as to repay a loan with a principal amount of $2.04 million outstanding to the same party, by transferring new Seamless shares for the total. The pro forma adjustment C noted in the table above reflects the following:

Seamless shares issued:
Increase to common shares	$	660
Increase to additional paid-in capital		4,994,416
Consideration to acquire remaining shares of Dynamic Indonesia	$	4,995,076

Repayment of loan payable and reacquisition of noncontrolling interest:
Remove loan payable repaid with Seamless shares	$	(2,037,128	)
Remove noncontrolling interest reacquired with Seamless shares		(2,957,948	)
	$	(4,995,076	)

D – Represents the elimination of Seamless’ convertible bonds of $10,000,768 resulting from the bondholder’s election to convert such bond instruments into ordinary shares of Seamless prior to the Closing of the Business Combination. The convertible bonds are convertible into shares of Seamless in accordance with an amended and restated convertible bond instrument dated September 14, 2021 and are not directly convertible into shares of INFINT. Once converted into shares of Seamless, the bondholders will have the right to receive, in accordance with the terms of the Business Combination Agreement and the Payment Spreadsheet (as defined in the Business Combination Agreement), the number of New Seamless ordinary shares set forth in the Payment Spreadsheet. Thus, the shares held by the bondholders convert into INFINT shares in a proportion consistent with those of the other equity-holders of Seamless who will receive shares of INFINT upon the Closing of the Business Combination.

E – Represents a gain resulting from the Divestitures recorded in accumulated deficit.

F – This column in the pro forma condensed combined balance sheet represents Seamless on a pro forma basis after the transactions described in notes B through E above and prior to the Closing of the Business Combination.

G – Represents cash equivalents released from the trust account and relieved of restrictions regarding use upon the Closing of the Business Combination and, accordingly, were available for redemptions and general use by the Combined Company. Such amount represents a reclassification from the investments held in trust line of the pro forma balance sheet to the cash and cash equivalents line.

H – Represents the settlement of the underwriting fees incurred by INFINT in connection with the INFINT IPO, for which payment was deferred until consummation of the Business Combination. Of the $5,999,964 deferred underwriting fee payable that had been included on the historical balance sheet of INFINT, $300,000 was settled in cash and $5,700,000 was settled via a promissory note to the underwriter, with the $36 difference written off to retained earnings.

I – Represents cash used to pay transaction costs and advisory fees incurred in connection with the Business Combination, net of $3,281,895 previously paid and expensed. Certain additional transaction fees that are expected to be charged to expense on the statement of operations are presented as an increase to the accumulated deficit, and the impact of the transaction fees related to the issuance of shares are presented as a reduction of additional paid-in capital of the Combined Company.

J - Represents the recording of a $528,750 premium paid at the Closing for a Directors’ and Officers’ Liability insurance policy. The policy premium is being deferred on the balance sheet in prepayments, receivables and other assets and then expensed over the term of the related insurance policy.

K – Represents the payment of transaction costs that had been included in accrued expenses on the historical balance sheets of either Seamless or INFINT.

L – Represents the payment of extension fees by Seamless from its cash account to INFINT’s trust account in the amount of $80,000 per month for each of the months from July 1, 2024 through the Business Combination date of August 30, 2024 pursuant to the Business Combination Agreement, in order to extend the date by which the Business Combination must be consummated from August 23, 2023 to November 23, 2024 (the “Extension fees”).

M - Represents the net impact of the following pro forma adjustments related to the Transactions on the capital accounts of the Combined Company:

	Par Value(1)
	Class A Ordinary Shares			Founder Shares - Class B			Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Non-controlling Interests		Total Shareholders’ (Deficit) Equity			Class A shares subject to possible redemption			Noncontrolling Interest subject to redemption
Historical Seamless	$	58,030		$	-		$	29,172,373		$	(98,896,742	)	$	(44,402	)	$	24,238,058	$	(45,472,683	)	$	-		$	2,957,948
Adjustment for transactions prior to consummation of Business Combination:
Seamless’ divestiture of GEA, TNG and FNTI, increase in share holdings in parent company of Walletku, and conversion of convertible bonds into ordinary shares of Seamless(2)		2,270			-			14,993,574			12,919,015			-			-		27,914,859			-			(2,957,948	)
Historical Seamless equity after giving effect to certain pre-Closing transactions		60,300			-			44,165,947			(85,977,727	)		(44,402	)		24,238,058		(17,557,824	)		-			-
Historical INFINT equity		-			583			-			(11,412,666	)		-			-		(11,412,083	)		55,457,522			-
Extension payment expense for Seamless(3)		-			-			-			(160,000	)		-			-		(160,000	)		-			-
Extension payment income for INFINT(3)		-			-			-			160,000			-			-		160,000			-			-
Accretion in redemption value of INFINT’s Class A shares subject to possible redemption(4)		-			-			-			(160,000	)		-			-		(160,000	)		160,000			-
Seamless incentive compensation expense(5)		477			-			27,521,889			(27,522,366	)		-			-		-			-			-
Seamless rollover equity		(60,777	)		-			60,777			-			-			-		-			-			-
Class A shares issued for Seamless rollover equity		4,000			-			(4,000	)		-			-			-		-			-			-
Conversion of INFINT’s founder shares to Class A common shares(6)		573			(573	)		-			-			-			-		-			-			-
Conversion of Underwriters’ shares to Class A common shares(6)		10			(10	)		-			-			-			-		-			-			-
Exchange of Class A common stock subject to possible redemption(7)		475			-			55,617,047			-			-			-		55,617,522			(55,617,522	)		-
Transaction costs(8)		-			-			(1,944,000	)(I)		(854,407	)(I)		-			-		(2,798,407	)(I)		-			-
Reclassification of INFINT’s accumulated deficit to additional paid-in capital(9)		-			-			(12,267,073	)		12,267,073			-			-		-			-			-
Deferred underwriting fees(10)		-			-			-			(36	)		-			-		(36	)		-
Vendor shares(11)		20			-			1,999,980			(2,000,000	)		-			-		-			-
PIPE shares(12)		40			-			249,960			-			-			-		250,000			-
Redemption of Class A common stock(13)		(465	)		-			(54,846,094	)		-			-			-		(54,846,559	)		-			-
Total pro forma adjustments to equity		(55,647	)		(583	)		16,388,486			(18,269,736	)		-			-		(1,937,480	)		(55,457,522	)		-
Total pro forma balance	$	4,653		$	-		$	60,554,433		$	(115,660,129	)	$	(44,402	)	$	24,238,058	$	(30,907,387	)	$	-		$	-

	(1)	These columns represent the par value of the ordinary shares.

	(2)	Represents the combined effect of certain transactions that are expected to be completed prior to the Closing of the Business Combination. Specifically, the effects of these transactions on the capital accounts include:

	Effect of Pre-Closing Transactions	Class A Ordinary Shares		Additional Paid-In Capital		Accumulated Deficit		Total Shareholders’ (Deficit) Equity		Noncontrolling Interest Subject to Redemption

(a)	Recognition of an income statement gain and a reduction of accumulated deficit resulting from the divestiture by Seamless of all of the equity interests that it owns in (i) TNG Asia, (ii) FNTI and (iii) GEA	$	-	$	-	$	12,919,015	$	12,919,015	$	-
(b)	Reduction of noncontrolling interests and an increase in ordinary shares and additional paid-in capital from issuing additional shares of Seamless in exchange for an additional ownership share in Dynamic Indonesia, the parent company of the WalletKu operating group		660		4,994,416		-		4,995,076		(2,957,948	)
(c)	An increase in ordinary shares and additional paid in capital and a reduction in Convertible bonds payable resulting from the exercise by the holder of a conversion right under the Convertible Bond Instrument to convert that instrument into Seamless shares		1,610		9,999,158		-		10,000,768		-
		$	2,270	$	14,993,574	$	12,919,015	$	27,914,859	$	(2,957,948	)

	(3)	Represents an expense for Seamless and an increase in its accumulated deficit due to the Extension fees payable to INFINT’s Sponsor from July 1, 2023 through the Business Combination date of August 30, 2024 in order to extend the date by which the Business Combination must be consummated.

	(4)	Represents INFINT’s recording of the Extension fees paid into the trust account as capital contributions from its Sponsor. The addition of funds to the trust account increases the value of INFINT’s Class A shares subject to possible redemption to match the amount of funds available in the trust account.

	(5)	Represents employee compensation expense under Seamless’ 2022 Incentive Plan resulting from employee restricted stock units that vest upon the occurrence of the Business Combination and in the months thereafter. There is a resulting increase in Seamless’ accumulated deficit arising from the expense and an increase in common stock and additional paid-in capital from the issuance of the stock.

	(6)	Represents the conversion of INFINT’s issued and outstanding Class B founder shares and Underwriter’s shares into Class A ordinary shares on a one-for-one basis immediately prior to consummation of the Business Combination; thus, it represents a reclassification within equity.

	(7)	Represents the exchange of INFINT’s redeemable Class A ordinary shares issued to public holders in the INFINT IPO for shares that will no longer be subject to redemption.

	(8)	Represents the impact of certain transaction costs that are expected to be charged to expense on the statement of operations as an increase to accumulated deficit, and the impact of other transaction costs that are attributable to issuing equity and the offering of securities as a reduction of additional paid-in capital of the Combined Company.

	(9)	Represents the reclassification of INFINT’s historical accumulated deficit against the additional paid-in capital of the Combined Company. Seamless’ accumulated deficit will carry forward to the Combined Company since Seamless is deemed the acquirer for accounting purposes.

	(10)	Represents the write-off of the remaining difference upon settlement of the deferred underwriting fees.

	(11)	Represents $2,000,000 of expenses paid to vendors via the issuance of 200,000 shares at the Closing.

	(12)	Represents the allocation of proceeds from the PIPE Offering to 400,000 shares and warrants to purchase 136,110 shares.

	(13)	Represents the impact on the equity accounts of the public shareholders exercising their right for the redemption of 4,652,105 outstanding Class A ordinary shares in exchange for cash held in the trust account.

N – Represents the amount of cash used by INFINT for share redemptions, and the impact on the equity accounts, resulting from the public holders of INFINT’s Class A ordinary shares exercising their right for the redemption of 4,652,105 outstanding Class A shares, or 98.0% of the total public shares subject to redemption, in exchange for cash held in the trust account.

O – Issued and outstanding shares for each class of ordinary shares and preferred shares as of June 30, 2024 on a historical basis and on a pro forma basis are as follows:

	Historical as of June 30, 2024
	Issued and Outstanding				Pro Forma
	Seamless		INFINT		Issued			Outstanding
Preferred Shares		-		-		-			-

Common Shares
INFINT’s Class A public shareholders(1)		-		4,747,021		94,916			94,916
Existing Seamless shareholders		58,030,000		-		40,000,000	(2)		40,000,000	(2)
INFINT’s converted founder shares(3)		-		4,483,026		4,483,026			4,483,026
Other converted Class B shares(3)		-		1,250,058		1,250,058			1,250,058
Underwriters’ converted Class B shares(3)		-		99,999		99,999			99,999
Vendors(4)		-		-		200,000			200,000
PIPE investor(5)		-		-		400,000			400,000
Total Common Shares		58,030,000		10,580,104		46,527,999			46,527,999

	(1)	Represents the shares held by INFINT’s public shareholders after giving effect to the redemption of the Class A ordinary shares upon consummation of the Business Combination.

	(2)	Represents the Class A ordinary shares granted as merger consideration in exchange for the ordinary shares held by Seamless’ existing shareholders. The number of shares of New Seamless was determined by dividing Seamless’ Company Value (as defined in the Business Combination Agreement) of $400,000,000 by INFINT’s share price of approximately $10.00 per share, resulting in 40,000,000 shares.

	(3)	Represents the Class A ordinary shares held by the initial sponsors of INFINT, other shareholders and the Underwriters upon the one-for-one conversion of the Class B shares into Class A ordinary shares immediately prior to the consummation of the Business Combination.

	(4)	Represents the Class A ordinary shares granted to vendors as payment for their services at the Closing.

	(5)	Represents the Class A ordinary shares issued in the PIPE Offering that occurred simultaneous with the Closing.

P – Represents the settlement of the balance on promissory note owed by INFINT to Seamless upon the consummation of the Business Combination.

Q – Represents the $1.75 million in net proceeds received upon completion of the PIPE Offering that occurred simultaneous with the closing of the Business Combination, of which $1.5 million was allocated to a convertible note and $0.25 million was allocated to equity (see Note M). Such classifications are preliminary and subject to change as additional information becomes available and additional analyses are performed, and such changes could be material once the final accounting positions and valuations are determined by the Company.

R – Represents $2,000,000 of expenses paid to vendors via the issuance of 200,000 shares at the Closing.

S – Represents $3,200,000 of accruals owed to an attorney settled via the issuance of a promissory note.

NOTE 3 – ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND FOR THE YEAR ENDED DECEMBER 31, 2023

Six Months Ended June 30, 2024

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024 includes the following adjustments:

aa – The adjustments in this column reflect the effect of certain transactions that were completed prior to the Closing of the Business Combination as if the transactions had taken place on January 1, 2023, and which have an impact on the historical statement of operations of Seamless for the six months ended June 30, 2024. Specifically, these transactions include: (1) the divestiture by Seamless of all of the equity interests that it owned in the Divested Entities such that the Divested Entities are no longer Affiliates of Seamless or included in the consolidated financial statements of Seamless; and (2) the exercise by the holder of a conversion right under the Convertible Bond Instrument to convert that instrument into Seamless shares. The transactions included in adjustments column “aa” include:

Pro Forma Statement of Operations Line Item	Divestitures			Remove Interest on Convertible Bonds Payable			Total Adjustments
	(1)			(2)			(aa)

Revenue	$	(3,062,945	)(bb)	$	-		$	(3,062,945	)
Cost of revenue		(2,129,693	)(cc)		-			(2,129,693	)
Gross profit (loss)		(933,252	)		-			(933,252	)

Expenses
Selling expenses		(9,759	)(dd)		-			(9,759	)
General and administrative		(2,942,980	)(dd)		-			(2,942,980	)
		(2,952,739	)		-			(2,952,739	)
Operating income (loss)		2,019,487			-			2,019,487

Other expense (income)
Other expense (income), net		83,540	(dd)		-			83,540
Interest expense, net		(1,686,456	)(dd)		(995,472	)(ee)		(2,681,928	)
Total other expense (income), net		(1,602,916	)		(995,472	)		(2,598,388	)
Loss before income taxes		3,622,403			995,472			4,617,875
Income tax expense		-			-			-
Net loss	$	3,622,403		$	995,472		$	4,617,875
Net income attributable to noncontrolling interests		-			-			-
Net loss attributable to controlling interests	$	3,622,403		$	995,472		$	4,617,875

Pro forma net loss per share information:
Weighted average shares outstanding		58,030,000			58,030,000			58,030,000
Basic and diluted net loss per share attributable to controlling interests	$	0.06		$	0.02		$	0.08

Adjustments related to these pre-Closing transactions are as follows:

bb – Reflects the elimination of revenue of the Divested Entities.

cc – Reflects the elimination of the cost of revenue of the Divested Entities.

dd – Reflects the elimination of expenses of the Divested Entities.

ee – Reflects the removal of historical interest expense on the convertible bonds, as if the convertible bonds had been converted to ordinary shares on January 1, 2023.

Transaction accounting adjustments:

ff – Represents insurance expense for the Combined Company’s Directors’ and Officers’ liability insurance premium.

gg – Represents employee compensation expense under Seamless’ 2022 Incentive Plan from the vesting of restricted stock units.

hh – Represents the elimination of interest on the marketable securities held in INFINT’s trust account.

Year Ended December 31, 2023

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 includes the following adjustments:

ii – The adjustments in this column reflect the effect of certain transactions that were completed prior to the Closing of the Business Combination as if the transactions had taken place on January 1, 2023, and which would have an impact on the historical statement of operations of Seamless for the year ended December 31, 2023. Specifically, these transactions include: (1) the divestiture by Seamless of all of the equity interests that it owns in the Divested Entities such that the Divested Entities are no longer Affiliates of Seamless or included in the consolidated financial statements of Seamless; and (2) the exercise by the holder of a conversion right under the Convertible Bond Instrument to convert that instrument into Seamless shares. The transactions included in adjustments column “ii” include:

Pro Forma Statement of Operations Line Item	Divestitures			Remove Interest on Convertible Bonds Payable			Total Adjustments
	(1)			(2)			(ii)

Revenue	$	(7,447,535	)(jj)	$	-		$	(7,447,535	)
Cost of revenue		(4,207,395	)(kk)		-			(4,207,395	)
Gross profit (loss)		(3,240,140	)		-			(3,240,140	)

Expenses
Selling expenses		(25,880	)(ll)		-			(25,880	)
General and administrative		(5,584,455	)(ll)		-			(5,584,455	)

		(5,610,335	)		-			(5,610,335	)
Operating income (loss)		2,370,195			-			2,370,195

Other expense (income)
Other expense (income), net		(118,697	)(ll)		-			(118,697	)
Interest expense, net		(3,056,895	)(ll)		(2,631,268	)(mm)		(5,688,163	)

Total other expense (income), net		(3,175,592	)		(2,631,268	)		(5,806,860	)
Loss before income taxes		5,545,787			2,631,268			8,177,055
Income tax expense		-			-			-
Net loss	$	5,545,787		$	2,631,268		$	8,177,055
Net income attributable to noncontrolling interests		-			-			-
Net loss attributable to controlling interests	$	5,545,787		$	2,631,268		$	8,177,055

Pro forma net loss per share information:
Weighted average shares outstanding		58,030,000			58,030,000			58,030,000
Basic and diluted net loss per share attributable to controlling interests	$	0.10		$	0.05		$	0.14

Adjustments related to these pre-Closing transactions are as follows:

jj – Reflects the elimination of revenue of the Divested Entities.

kk – Reflects the elimination of the cost of revenue of the Divested Entities.

ll – Reflects the elimination of expenses of the Divested Entities.

mm – Reflects the removal of historical interest expense on the convertible bonds, as if the convertible bonds had been converted to ordinary shares on January 1, 2023.

Transaction accounting adjustments:

nn – Represents insurance expense for the Combined Company’s Directors’ and Officers’ liability insurance premium.

oo – Represents employee compensation expense under Seamless’ 2022 Incentive Plan from the vesting of restricted stock units upon the occurrence of the Business Combination and during the first twelve months thereafter.

pp – Represents the elimination of interest on the marketable securities held in INFINT’s trust account.

qq – Includes $2,854,407 of transaction costs principally related to professional fees associated with the Transactions that are expected to be expensed at or around the time of the Closing, including $2.0 million paid to vendors via the issuance of shares. These costs are incremental to the transaction costs that are included in General and administrative expenses in the historical statements of operations of Seamless and INFINT for the six months ended June 30, 2024 and for the year ended December 31, 2023 (see Note 4). Such transaction costs are not expected to recur in the income of the Combined Company beyond 12 months after the Business Combination.

rr – Also included in the adjustment to transaction costs are the Extension fees totaling $160,000 that were paid by Seamless from July 1, 2024 through the Business Combination date of August 30, 2024 pursuant to the Business Combination Agreement, in order to extend the date by which the Business Combination must be consummated from August 23, 2023 to November 23, 2024. The expense for Extension fees is not expected to recur in the income of the Combined Company beyond 12 months after the Business Combination.

Net Loss per Share

ss – Represents the pro forma weighted average number of ordinary shares outstanding and pro forma net loss per share attributable to the controlling interest, calculated after giving effect to the Transactions, as follows:

	For the Six Months ended June 30, 2024			For the Year ended December 31, 2023
Numerator
Pro forma net loss attributable to controlling interest	$	(8,448,534	)	$	(34,531,424	)

Denominator
INFINT’s Class A public shareholders(1)		94,916			94,916
Existing Seamless equity holders(2)		40,000,000			40,000,000
INFINT’s converted founder shares(3)		4,483,026			4,483,026
Other converted Class B shares(3)		1,250,058			1,250,058
Underwriters’ converted Class B shares(3)		99,999			99,999
Vendors(4)		200,000			200,000
PIPE investor(5)		400,000			400,000
Basic and diluted weighted average shares outstanding		46,527,999			46,527,999

Net loss per common share attributable to controlling interest
Basic and diluted(6)	$	(0.18	)	$	(0.74	)

(1) Represents the shares held by INFINT’s public shareholders after giving effect to the redemption of the Class A ordinary shares upon consummation of the Business Combination.

(2) Represents the Class A ordinary shares granted as merger consideration in exchange for the ordinary shares held by Seamless’ existing shareholders.

(3) Represents the Class A ordinary shares held by the initial sponsors of INFINT, other shareholders and the Underwriters upon the one-for-one conversion of the Class B shares into Class A ordinary shares immediately prior to the consummation of the Business Combination.

(4) Represents the Class A ordinary shares granted to vendors as payment for their services at the Closing.

(5) Represents the Class A ordinary shares issued in the PIPE Offering that occurred simultaneous with the Closing.

(6) The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the Transactions occurred as of January 1, 2023. Thus, consistent with this assumption, the weighted average shares outstanding reflect the ordinary shares as outstanding for the entire six months ended June 30, 2024 and year ended December 31, 2023.

Potentially dilutive shares have been deemed to be anti-dilutive due to the net loss position and, accordingly, have been excluded from the calculation of diluted loss per share. Potentially dilutive shares that have been excluded from the determination of diluted loss per share include 17,796,782 outstanding warrants issued in connection with the INFINT IPO and Private Placement, and 194,444 shares subject to conversion and warrants to purchase 136,110 shares issued pursuant to the PIPE Offering.

NOTE 4 – NONRECURRING ITEMS

The historical statements of operations of Seamless and INFINT for the six months ended June 30, 2024 and for the year ended December 31, 2023 include, in general and administrative expenses, a combined total of $1,200,952 and $2,341,690 of transaction costs, respectively.

The historical statements of operations of Seamless for the six months ended June 30, 2024 and for the year ended December 31, 2023 include, in general and administrative expenses, $560,000 and $2,540,000 of Extension fees, respectively.

Such transaction costs and Extension fees are not expected to recur in the income of the Combined Company beyond 12 months after the Business Combination.

EX-99.2 13 ex99-2.htm

Exhibit 99.2

SEAMLESS GROUP INC. AND SUBSIDIARIES

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 (unaudited)		1

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six months ended June 30, 2024 and 2023 (unaudited)		2

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Six months ended June 30, 2024 and 2023 (unaudited)		3

Condensed Consolidated Statements of Cash Flows for the Six months ended June 30, 2024 and 2023 (unaudited)		4

Notes to the Condensed Consolidated Financial Statements (unaudited)		5 to 16

SEAMLESS GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30, 2024			December 31, 2023
		US$			US$
ASSETS
Current assets:
Cash and cash equivalents		48,615,329			48,516,765
Short-term investments		300,023			300,000
Restricted cash		4,782,536			5,428,790
Accounts receivable, net		2,315,187			2,450,871
Prepayments to remittance agents		42,529			137,854
Escrow money receivable		3,547,629			5,014,829
Amounts due from related parties		5,714,588			7,287,376
Prepayments, receivables and other assets		22,917,871			34,225,239
Total current assets		88,235,692			103,361,724
Non-current assets:
Investment in an equity security		100,000			100,000
Equipment and software, net		928,301			1,016,490
Right-of-use asset		56,241			154,234
Intangible assets		8,665,543			9,191,713
Goodwill		26,999,726			27,001,383
Deferred tax assets		621,796			664,888
Total non-current assets:		37,371,607			38,128,708
Total assets		125,607,299			141,490,432

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Borrowings		18,025,806			17,804,093
Receivable factoring		327,822			423,483
Escrow money payable		501,955			360,207
Client money payable		4,482,818			4,645,290
Accounts payable, accruals and other payables		40,427,598			53,988,231
Amounts due to related parties		90,473,384			86,488,519
Convertible bonds		10,000,768			10,000,000
Lease liabilities		60,829			152,325
Total current liabilities		164,300,980			173,862,148
Non-current liabilities:
Borrowings		2,706,152			2,506,974
Deferred tax liabilities		1,061,893			1,246,760
Employee benefit obligation		53,009			59,849
Total non-current liabilities:		3,821,054			3,813,583
Total liabilities		168,122,034			177,675,731

Commitments and contingencies (Note 9)

Mezzanine equity		2,957,948			2,957,948
Shareholders’ deficit:
Common shares (US$0.001 par value; 58,030,000 shares authorized, issued and outstanding as of June 30, 2024 and December 31, 2023)		58,030			58,030
Additional paid-in capital		29,172,373			29,172,373
Accumulated deficit		(98,896,742	)		(92,075,379	)
Accumulated other Comprehensive Loss		(44,402	)		88,366
Total shareholders’ deficit attributable to Seamless Group Inc.		(69,710,741	)		(62,756,610	)
Non-controlling interests		24,238,058			23,613,363
Total deficit		(45,472,683	)		(39,143,247	)
Total liabilities, mezzanine equity and shareholders’ deficit		125,607,299			141,490,432

The accompanying notes form an integral part of these condensed consolidated financial statements.

-1-

SEAMLESS GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

	Six months ended June 30,
	2024			2023
	US$			US$

Revenue		24,110,787			27,165,419
Cost of revenue		(15,906,252	)		(18,095,145	)
Gross profit		8,204,535			9,070,274
Selling expenses		(9,759	)		(18,899	)
General and administrative expenses		(10,965,337	)		(12,373,521	)
Loss from operations		(2,770,561	)		(3,322,146	)
Finance costs, net		(3,826,722	)		(3,154,876	)
Other income		538,180			121,721
Other expenses		(39,734	)		(47,464	)
Loss before income tax		(6,098,837	)		(6,402,765	)
Income tax expense		(140,429	)		(229,220	)
Net loss		(6,239,266	)		(6,631,985	)
Net income attributable to non-controlling interests		(609,895	)		(448,829	)
Net loss attributable to Seamless Group Inc.		(6,849,161	)		(7,080,814	)

Loss per share, basic and diluted		(0.11	)		(0.12	)

Shares used in loss per share computation, basic and diluted		58,030,000			58,030,000

Other comprehensive loss:
Foreign currency translation adjustments		(117,968	)		404,126
Total comprehensive loss		(6,357,234	)		(6,227,859	)
Total Comprehensive Loss attributable to non-controlling interests		(624,695	)		(444,211	)
Total comprehensive loss attributable to Seamless Group Inc.		(6,981,929	)		(6,672,070	)

The accompanying notes form an integral part of these condensed consolidated financial statements.

-2-

SEAMLESS GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED June 30, 2024 AND 2023 (UNAUDITED)

										Accumulated Other Comprehensive Loss
	Number of Shares		Common Shares		Additional Paid-in Capital		Accumulated Deficit			Foreign currency translation adjustments			Remeasurement of post-employee benefits obligation			Total Shareholders’ Deficit			Non-controlling Interests			Total Deficit
Balance at January 1, 2023		58,030,000		58,030		29,172,373		(76,768,829	)		40,793			20,505			(47,477,128	)		22,741,749			(24,735,379	)
Net loss		—		—		—		(7,080,814	)		—			—			(7,080,814	)		448,829			(6,631,985	)
Foreign currency translation adjustments		—		—		—		—			409,434			(690	)		408,744			(4,618	)		404,126
Balance at June 30, 2023		58,030,000		58,030		29,172,373		(83,849,643	)		450,227			19,815			(54,149,198	)		23,185,960			(30,963,238	)

Balance at January 1, 2024		58,030,000		58,030		29,172,373		(92,075,379	)		68,551			19,815			(62,756,610	)		23,613,363			(39,143,247	)
Net loss		—		—		—		(6,849,161	)		—			—			(6,849,161	)		609,895			(6,239,266	)
Disposal of subsidiaries		—		—		—		27,798			—			—			27,798			—			27,798
Foreign currency translation adjustments		—		—		—		—			(132,768	)		—			(132,768	)		14,800			(117,968	)
Balance at June 30, 2024		58,030,000		58,030		29,172,373		(98,896,742	)		(64,217	)		19,815			(69,710,741	)		24,238,058			(45,472,683	)

The accompanying notes form an integral part of these condensed consolidated financial statements.

-3-

SEAMLESS GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six months ended June 30,
	2024			2023
	US$			US$
Cash flows from operating activities:
Net loss		(6,239,266	)		(6,631,985	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of discount on convertible bonds		-			565,174
Depreciation of equipment and software		286,666			318,356
Depreciation of right-of-use assets		84,081			89,171
Amortization of intangible assets		1,562,746			1,587,990
Deferred income taxes		69,991			-
Disposal of subsidiaries		27,798
Goodwill impairment		1,657
Unrealized foreign exchange gain		(371,444	)		103,128
Changes in operating assets and liabilities:
Accounts receivable		112,221			376,395
Prepayments, receivables and other assets		11,196,085			6,913,101
Escrow money payable		171,726			(45,462	)
Client money payable		(162,581	)		(799,647	)
Accounts payable, accruals and other payables		(15,430,926	)		(13,886,723	)
Interest payable on convertible bonds		1,905,472			1,909,650
Amounts due to related parties		4,732,315			4,324,185
Net cash used in operating activities		(2,053,459	)		(5,176,667	)

Cash flows from investing activities:
Decrease in short-term investments		(23	)		(97,310	)
Purchases of property, plant and equipment		(199,097	)		-
Net cash used in investing activities		(199,120	)		(97,310	)

Cash flows from financing activities:
Increase in bank overdrafts		-			241,426
Proceeds from borrowings		639,430			1,249,822
Repayment of borrowings		(220,739	)		(1,417,797	)
Proceeds from receivable factoring		1,094,878			1,118,879
Repayment of receivable factoring		(1,183,530	)		(1,440,890	)
Payment of principal elements of lease liabilities		(87,526	)		(84,448	)
Payment of interest elements of lease liabilities		(4,824	)		(13,921	)
Net cash generated from/(used in) financing activities		237,689			(346,929	)

Net decrease in cash and cash equivalents		(2,014,890	)		(5,620,906	)
Cash and cash equivalents, restricted cash and escrow money receivable at beginning of the period		58,960,384			73,999,703
Cash and cash equivalents, restricted cash and escrow money receivable at end of the period		56,945,494			68,378,797

The accompanying notes form an integral part of these condensed consolidated financial statements.

-4-

SEAMLESS GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1	Organization and business

Seamless Group Inc. (the “Company”) is a limited liability company incorporated in Cayman Islands. It is an investment holding company.

The Company’s principal subsidiaries at June 30, 2024 are set out below:

			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%
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%

-5-

SEAMLESS GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1	Organization and business (Continued)

			Percentage of ownership held by the Company
Company Name	Place of incorporation	Principal activities	Directly	Indirectly
PT Tranglo Indonesia	Indonesia	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%

-6-

SEAMLESS GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2	Summary of significant accounting policies

(a)	Basis of presentation and principles of consolidation

The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of June 30, 2024 and the results of operations for the Six months ended June 30, 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 June 30, 2024, the Company had cash balances of $48.6 million, a working capital deficit of $76 million and net capital deficit $42.5 million. For the Six months period ended June 30, 2024, the Company had a net loss of $6.2 million and net cash used in operating activities of $2.1 million. Net cash used in investing activities was $0.2 million. Net cash generated from financing activities was $0.2 million, resulting principally from proceeds of borrowings.

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.

-7-

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.

-8-

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 restricted stock units (“RSUs”) and 978,397 options with an exercise price of $12.87 had been awarded to certain directors and employees. All RSUs and options granted under the 2018 Incentive Plan had not been vested. The 2018 Incentive Plan was later terminated on July 29, 2022 and replaced by the new 2022 Incentive Plan. All previous awarded RSUs and options under the 2018 Incentive Plan were voided. Under the 2022 Incentive Plan, a total of 5,803,000 shares are reserved and granted to employees of the Company.

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, after accounting for the forfeiture of 430,000 shares as of June 30, 2024. This also represents the unrecognized compensation, as the performance condition of the completion of an IPO or de-SPAC is not within the Company’s control.

-9-

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’ 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 June 30, 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 June 30, 2024 and December 31, 2023 are $1,942,244 and $1,983,116 respectively. Safeguarding liabilities as of June 30, 2024 and December 31, 2023 are $1,942,244 and $1,983,116 respectively.

(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.

-10-

SEAMLESS GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Goodwill

	Goodwill
	US$

Balance as of January 1, 2023 and December 31, 2023		27,001,383
Goodwill impairment		(1,657	)
Balance as of June 30, 2024		26,999,726

4	Borrowings

	June 30, 2024			December 31, 2023
	US$			US$

Short-term borrowings (i)		8,773,768			8,772,710

Long-term borrowings (ii)		11,958,190			11,538,357
Less: current maturities		(9,252,038	)		(9,031,383	)
Non-current maturities		2,706,152			2,506,974

(i)

As of June 30, 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% to 24.0% and 15.0% to 24.0% per annum, respectively. As of June 30, 2024 and December 31, 2023, the weighted average interest rate of these borrowings was 22.6% and 22.6% per annum, respectively. The borrowings are denominated in Hong Kong Dollar (“HK$”) and United States Dollar (“US$”).

(ii)

As of June 30, 2024 and December 31, 2023, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0% to 27.6%, and 12.0% to 24.0% per annum, respectively. As of June 30, 2024 and December 31, 2023, the weighted average interest rate of these borrowings was 14.1% and 13.1% per annum, respectively. The borrowings are denominated in HK$ and US$. As of June 30, 2024 and 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. Another loan of HK$12.3 million (equivalent to US$1.6 million) has been provided by Mr. Alexander Kong, the Chairman, at an interest rate of 12% per annum. Another loan of HK$3.6 million (equivalent to US$0.5 million) has been provided by Dr. Ronnie Hui, the Chief Executive Officer, at an interest rate of 12% per annum.

-11-

SEAMLESS GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

4	Borrowings (continued)

(iv)

As of June 30, 2024 and December 31, 2023, the Company had a loan of US$2.05 million from Noble Tack International Limited, one of the shareholders of its subsidiary, Dynamic Indonesia Holdings Limited. The loan is unsecured, interest-free and repayable on demand.

(v)

As of June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023 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 June 30, 2024, loans of US$9.3 million were guaranteed by Mr. Alexander Kong (2023: US$8.7 million).

Interest expense during the periods ended June 30, 2024 and 2023 was US$3,826,722 and US$3,154,876, respectively.

As of June 30, 2024, the borrowings will be due according to the following schedule:

	Principal amounts
	US$
For the period ending June 30,
Within one year		9,252,038
Within two years		245,997
Within three years		2,460,155
Total		11,958,190

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.

5	Receivable factoring

The receivables factoring facility represents an interest-bearing loan for an amount of US$327,822 (2023: US$423,483) based on terms and conditions set out in the facility agreement dated January 10, 2019 and further revised on April 22, 2021. The loan is secured, bears an effective interest rate of 9.8% (2023: 10%) per annum calculated on a daily rest basis at the end of the reporting period. Principal and interest are to be repaid within 120 (2023: 120) days from the date of each invoice.

The weighted average interest rate as of June 30, 2024 and December 31, 2023 was 9.8% and 10.0% per annum, respectively. Interest expense during the periods ended June 30, 2024 and 2023 was US$29,705 and US$33,541, respectively.

-12-

SEAMLESS GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Segments

	Six months ended June 30,
	2024			2023
	US$			US$
Revenue
Remittance services
Fiat remittance		12,284,197			12,988,449
ODL remittance		558,381			562,796
Sales of Airtime		11,179,092			13,529,574
Other services		89,117			84,600
		24,110,787			27,165,419
Cost of sales
Remittance services		(5,531,947	)		(5,807,690	)
Sales of Airtime		(10,200,122	)		(12,139,025	)
Other services		(174,183	)		(148,430	)
		(15,906,252	)		(18,095,145	)
Gross Profit
Remittance services		7,310,631			7,743,555
Sales of Airtime		978,970			1,390,549
Other services		(85,066	)		(63,830	)
		8,204,535			9,070,274

7	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 shares of the Company in five equal tranches.

Only Dynamic Investment Holdings Limited subscribed to the first tranche, and upon completion of its purchase of 1,000 shares on June 2, 2022 for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from 49% to approximately 51%. As a subsidiary of the Company, Dynamic Indonesia Holdings Limited’s financial performance has been included in the Company’s interim condensed consolidated financial statements from the date of acquisition.

The allocation of the purchase price as of the date of acquisition is summarized as follows:

	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
		2,329,515

-13-

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 shares for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 51% to approximately 54%.

On February 3, 2023 only Dynamic Investment Holdings Limited subscribed to the third tranche, and upon completion of its purchase of 1,000 shares for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 54% to approximately 56%.

On June 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fourth tranche, and upon completion of its purchase of 1,000 shares for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 56% to approximately 57%.

On October 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fifth tranche, and upon completion of its purchase of 1,000 shares for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 57% to approximately 59%.

8	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 Six months ended June 30, 2024 and 2023, respectively:

	Six months ended June 30,
	2024		2023
	US$		US$
Sino Dynamic Solutions Limited
Purchase of intangible assets		1,035,877		-
Support and maintenance costs		471,900		459,118

-14-

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 worth of XRP for working capital purposes. Under the Tranglo Commitment to Sell Agreement, Ripple Labs Singapore Pte. Ltd deposits certain amounts of XRP into Tranglo’s crypto wallet. The Tranglo Commitment to Sell Agreement stipulates that the legal title and rights to the XRP deposited in Tranglo’s crypto wallet belong to Ripple Labs Singapore Pte. Ltd. Under the Tranglo Commitment to Sell Agreement, Tranglo 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. In exchange for obtaining the XRP, Tranglo has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte. Ltd.

The balance of deposits of XRP in Tranglo’s crypto wallet as of June 30, 2024 and December 31, 2023 was approximately $1.9 million and $2.0 million, respectively. A maximum limit of $50.0 million is included in the Tranglo Commitment to Sell Agreement.

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 million credit facility for a two-year term, providing GEA with the resources to aggressively promote the use of ODL services.

The balance of deposits of XRP in GEA’s crypto wallet as of June 30, 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.

-15-

SEAMLESS GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8	Related party transactions (Continued)

The total dollar value of the ODL remittance partner transactions related to the XRP that was drawn down in the prefunding arrangements for the Six months period ended June 30, 2024 and 2023 are approximately $157.4 million and $304.2 million, respectively. Revenues for Tranglo generated from the ODL remittance for the Six months period ended June 30, 2024 and 2023 are approximately $0.6 million and $1.1 million, respectively. Amounts settled to Ripple for the Six months period ended June 30, 2024 and 2023 are approximately $404.9 million and $421.6 million, respectively. Amounts settled to Ripple by GEA Limited for ODL prefunding transactions while acting as the ODL RP for the periods ended June 30, 2024 and 2023 are approximately $Nil and $104.2 million, respectively. Amounts settled to Ripple by Tranglo which had made use of the ODL services while acting as the remittance hub for the Six months period ended June 30, 2024 and 2023 were approximately $404.9 million and $317.4 million, respectively. ODL balance with Ripple has been disclosed in the related party balance note below.

(c)

The Company had the following related party balances as of June 30, 2024 and December 31, 2023:

	June 30, 2024		December 31, 2023
	US$		US$

Amounts due from related parties
Sino Dynamic Solutions Limited		5,310,626		7,148,208
Others		403,962		139,168
		5,714,588		7,287,376

Amounts due to related parties
Regal Planet Limited		48,239,354		48,654,398
Sino Dynamic Solutions Limited		2,946,723		4,130,912
Mr. Alexander Kong		829,793		114,374
Ripple Lab Inc.		37,387,554		32,584,911
Others		1,000,534		1,003,924
		90,403,958		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 June 2024 and 2023 is US$303,339 and US$403,946, respectively. The transactions occur in the course of the Company’s operations.

Amount due to Ripple of $27 million by GEA Limited as of June 30, 2024 is guaranteed by Seamless Group Inc., Regal Planet Limited and Kong King Ong Alexander.

Borrowings arising from transactions with related parties are described in Note 4.

9	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 USD10,000,000 15% secured guaranteed convertible bonds (the “Convertible Bonds”) and to replace and terminate the Amended and Restated Convertible Bond Instrument (the “Second Amended and Restated Convertible Bond Instrument” or the “Convertible Bond Instrument”).

10	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.

-16-

EX-99.3 14 ex99-3.htm

Exhibit 99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SEAMLESS

You should read the following discussion and analysis of Seamless’ financial condition and results of operations in conjunction with the section entitled “Selected Consolidated Financial Data and Operating Data” and its consolidated financial statements and the related notes included elsewhere in this proxy statement and prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Seamless’ actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this proxy statement and prospectus.

Overview

Seamless, through its two major lines of business, remittance and airtime, is a leading operator of global money transfer services and airtime trading in Southeast Asia. The remittance business facilitates users in different countries sending money from one country to another in a low cost and efficient manner. The airtime business sells airtime to users in different countries worldwide, including retail users in Indonesia. Seamless operates the two different business lines through four main subsidiaries: Tranglo, WalletKu, TNG Asia and GEA. Seamless operates the global remittance business mainly through Tranglo, which is one of the leading money remittance platforms in Southeast Asia. TNG Asia and GEA are also in the remittance business which target retail customers and generated the majority of revenues by providing remittance services to retail users. TNG Asia and GEA place their remittance orders to Tranglo, and therefore are considered upstream operators of the remittance business, whereas Tranglo, which provides business-to-business (“B2B”) remittance services for financial institutions such as TNG Asia and GEA, is considered a downstream player of the remittance industry. Seamless also provides cross-border international airtime transfer services through Tranglo, acting as a switching platform provider for telecom airtime transfer and a wholesale reseller of foreign airtime. Seamless also runs WalletKu, which is an Indonesian airtime operator facing end users directly. Seamless will divest its ownership of TNG Asia and GEA prior to the closing of the Business Combination.

Tranglo is a leading global money and airtime transfer hub in Southeast Asia. For Tranglo’s money remittance business, it provides a single unified application programming interface for licensed banks and money service operators and acts as a one-stop settlement agent for cross-border money transfer, offering customers the ability to process payments globally. At June 30, 2024, Tranglo had more than 5,000 bank partners, 35 eWallets, 130,000 cash pick-up points, and 124 corporate clients for remittances, with a remittance network covering more than 70 countries. It managed over 11.2 million transactions with a total value of $3.55 billion for the year ended December 31, 2022. As for the year ended December 31, 2023, Tranglo processed around 11.0 million transactions with a total value of $4.54 billion, which represents a minor decrease in volume by 1.8% as compared to 11.2 million transactions, and a growth in value by approximately 28% as compared to the total processing value of $3.55 billion for the year ended December 31, 2022. As for the six-month period ended June 30, 2024, Tranglo processed around 5.8 million transactions with a total processing value of $2.7 billion, which represents a growth in volume by 7.4% as compared to 5.4 million transactions, and a growth in total processing value by 22.7% as compared to the total processing value of $2.2 billion for the six-month period ended June 30, 2023. As for the six-month period ended June 30, 2024, the top four sending countries for Tranglo’s remittance business were UK, Hong Kong, Singapore and Korea, whereas the top four receiving countries were Philippines, Indonesia, Thailand and Vietnam. The predominant portion of Tranglo’s Hong Kong related revenue is derived from two customers, TNG Asia and GEA, which have been divested by Seamless prior to Business Combination, are expected to remain customers after the Divestiture. Based on the six-month period ended June 30, 2024 operating results, post-Divestiture, Seamless expects that the percentage of revenue generated in Hong Kong and the PRC would continue to represent approximately 7.6% of Seamless Group’s total revenue.

The number of Tranglo unique users increased from 949,000 users as of December 31, 2022 to 1,032,000 as of December 31, 2023, and the number of global money transfer transactions decreased mildly from 11.2 million in the year ended December 31, 2022 to 11.0 million in the year ended December 31, 2023. The number of average monthly unique sending accounts has also increased from 267,201 in 2022 to 330,571 in 2023. The number of unique users increased to 820,000 as of June 30, 2024 from 705,000 as of June 30, 2023, while the number of global money transfer transactions increased from 5.4 million for the six-month period ended June 30, 2023 to 5.8 million for the six-month period ended June 30, 2024. The number of average monthly unique sending accounts increased from 325,000 for the six-month period ended June 30, 2023 to 367,000 for the six-month period ended June 30, 2024.

Tranglo is also a global airtime transfer hub, offering cross-border airtime wholesale and transfer services. At June 30, 2024, Tranglo has partnered with more than 500 mobile operators that cover 150 countries and served more than 40 airtime corporate customers. Tranglo managed over 5.3 million transactions with a total value of $12.2 million for the year ended December 31, 2023, which compared to 7.7 million transactions with a total value of $18.4 million for the year ended December 31, 2022. As for the six-month period ended June 30, 2024, Tranglo processed 2.2 million airtime transfer transactions with a total value of $5.0 million, representing a decrease of 21.8% in volume and 23.1% in value as compared to 2.8 million transactions with a total value of $6.5 million for the six-month ended June 30, 2023. For the six-month period ended June 30, 2023, the airtime unique user accounts decreased to 426,000, representing a decline of 24.4% as compared to 564,000 for the six-month period ended June 30, 2023. The monthly average unique sending accounts also decreased to 145,000 for the six-month period ended June 30, 2024, representing a decline of 21.1% as compared to 184,000 for the six-month period ended June 30, 2023.

WalletKu is an independent electronic platform in Indonesia directly facing end users, and allows its customers to purchase airtime and conduct internet data top-up. WalletKu platform also allows users to conduct cash top-up, transfers, and utility or bill payments. WalletKu is also a participant in the Indosat Cluster Partnership for managing the marketing work of Indosat telecommunication and airtime products in two cluster areas in Indonesia. WalletKu served approximately 132,000 customers as of June 30, 2024, distributing airtime with a total value of $6.2 million for the six-month period ended June 30, 2024.

TNG Asia operates an eWallet operation in Hong Kong, targeting the niche market of overseas workers, i.e., Philippine and Indonesian overseas domestic workers living in Hong Kong. There are currently over 350,000 overseas domestic workers in Hong Kong. TNG Asia strives to provide financial services to these overseas workers who are often denied normal banking services, sometimes referred to as “unbankable.” Also, these overseas workers have a strong demand for remitting money back to their homelands on a regular basis. Unlike traditional eWallet payment companies which generate most of their revenue through merchant purchases or payments, TNG Asia generates 80-95% of its revenue by offering the money remittance services to these overseas workers. As at June 30, 2024, TNG eWallet has more than 926,000 members or end users. TNG Asia processed around 0.85 million remittance transactions with a total processing value of around $197 million for the six-month period ended June 30, 2024, which compared to 1.15 million transactions with a total processing value of around $264 million for the six-month period ended June 30, 2023.

GEA is a remittance agent which mainly serves TNG Asia in remitting money to overseas countries. GEA provides a prefunding facility for TNG Asia and conducts foreign exchange (“Forex”) conversion for TNG Asia’s customers. GEA also provides currency conversion and remittance services for other clients and earns revenue via Forex spread markups.

Tranglo, TNG Asia and GEA are all involved in the global money remittance business. Tranglo serves mostly banks and financial institutions and thus is a B2B remittance platform. On the other hand, TNG Asia operates an eWallet in Hong Kong, which serves as the business-to-customer (“B2C”) retail remittance operator. TNG Asia has been placing most, if not all, of its remittance orders to GEA for processing and is the most important client of GEA. GEA’s income from clients other than TNG Asia has been insignificant as compared to that from TNG Asia. In turn, GEA places most of its orders to Tranglo for processing. Therefore, TNG Asia and GEA are customers of Tranglo and are expected to continue to be so following the divestitures. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for additional information regarding the financial effects of the divestitures. Although immediately following the divestitures, Seamless will not provide remittance services directly to individuals, it may develop those services in the future.

Seamless’ business model is highly scalable and transferrable to other geographic markets. Through its connection with RippleNet, Tranglo’s global money remittance network could be expanded rapidly and extended to cover more regions and countries globally. Moreover, the knowledge and experience it has gained through its Indonesian and eWallet operations has helped it to understand the pain points faced by individuals and merchants in Asian markets, and facilitate its development on infrastructure, product and compliance processes of its future B2C services which cover payment, remittance, airtime trading or other fintech operations. This will allow it to rapidly replicate and build up its business across its core markets in Southeast Asian and Middle East countries, e.g., the Philippines, Indonesia, Vietnam, Cambodia, and Abu Dhabi.

Historically, Seamless has derived its revenue from operations centered in Malaysia, Indonesia and Hong Kong, but servicing transactions and customers located throughout Southeast Asia and globally. Following the divestitures, Seamless’ operations will be based in Malaysia and Indonesia but, as discussed above, generate significant revenue from cross-border transactions throughout Southeast Asia and globally.

In connection with a capital raise for WalletKu in 2021 to fund an expansion of WalletKu’s business by participating in the Indosat Partnership program, Seamless disposed of a controlling stake of WalletKu on March 9, 2021, resulting in WalletKu no longer be accounted for as a subsidiary of Seamless beginning in March 2021. In connection with a further capital for WalletKu in 2022 to address WalletKu’s working capital requirements in which the controlling shareholder did not participate, Seamless reacquired a controlling interest in WalletKu in June 2022, resulting in WalletKu being accounted for as a subsidiary of Seamless beginning in June 2022. These transactions had the effect of causing WalletKu’s contribution to the consolidated assets, revenue and other statement of operations items to fluctuate as WalletKu was deconsolidated and then reconsolidated.

Seamless’ revenue was $53.3 million for the year ended December 31, 2023, which decreased by 4% as compared to $55.5 million for the year ended December 31, 2022. This is mainly due to a decline of more than 34% in Tranglo’s airtime business, from $18.4 million for the year ended December 31, 2022, to $12.2 million for the year ended December 31, 2023. The overall remittance revenues were $26.7 million for the year ended December 31, 2023, which was at roughly the same level of the year ended December 31, 2022. On the other hand, the revenue generated by the Indonesian airtime business, WalletKu, increased from $10.1 million for the year ended December 31, 2022 to $14.2 million for the year ended December 31, 2023. This was mainly due to Seamless’ consolidation of approximately 7 months of operating results of WalletKu since reacquiring the control over WalletKu in June 2022, whereas in the year ended December 31, 2023, Seamless included the full year operating results of WalletKu.

For the six-month period ended June 30, 2024, Seamless’ revenue decreased by 11.4% to $24.1 million as compared to $27.2 million for the six month period ended June 30, 2023. Remittance revenue decreased by 5.9% from $13.6 million to $12.8 million due to a decline in the remittance revenue of TNG Asia in the first six months of 2024. Also, the global airtime transfer business continued its decline by 23.1% from $6.5 million to $5.0 million for the six-month period ended June 30, 2024 as compared to the six-month period ended June 30, 2023. Seamless’ Indonesian airtime revenue decreased slightly by 11.4% to $6.2million for the six-month period ended June 30, 2024, which compared to $7.0 million for the six-month period ended June 30, 2023.

For its money transfer business, Seamless generates two main streams of remittance revenue, namely the transaction fees which are charged on every cross-border money transfer transaction, and currency conversion fees, i.e., Forex Gains, which are charged through add-on currency spreads on the conversion of currencies for its customers. Both TNG Asia and Tranglo generate remittance revenues by charging users the transaction fees and Forex spreads. Seamless’ remittance revenue has been contributed mostly by Tranglo’s remittance business, and Seamless’ remittance revenue was $26.7 million for the year ended December 31, 2023, which was at roughly the same level as the year ended December 31, 2022.

For the six-month period ended June 30, 2024, Seamless’ remittance revenue decreased by 5.9% to $12.8 million as compared to $13.6 million for the six-month period ended June 30, 2023. The decrease was mainly due to a decline in remittance revenue contributed by TNG Asia during the period.

Previously, Tranglo offered only the Fiat prefunding remittance services for its clients. In late 2021, Tranglo started to offer a new line of remittance services – the ODL prefunding remittance services – for its customers. As Tranglo charges lower transaction fees and currency conversion fees for its ODL remittance flows, and as the keen market competition has exerted pressure on Tranglo’s pricings, there has been a continual decline in Tranglo’s overall take rates for its remittance services in the past two years. As a result, the remittance revenue contributed by Tranglo for the year ended December 31, 2023 declined slightly by 3% to $19.4 million as compared to $20.0 million for the year ended December 31, 2022, despite that the TPV increased by 28% to $4.54 billion for the year 2023, as compared to $3.55 billion for the year 2022. On the other hand, the remittance revenue contributed by TNG Asia and GEA increased by 14% to $9.6 million for the year ended December 31, 2023 as compared to $8.4 million for the year ended December 31, 2022.

For the six-month period ended June 30, 2023, due to its pricing competitiveness, Tranglo succeeded in capturing higher market share and expanding its market reach and as a result, Tranglo’s TPV increased by 33.3% as measured in RM. However, when converted to the USD, the TPV increased by only 22.7%, from $2.2 billion to $2.7 billion. As a result of the declining in take rates by 21.7%, Tranglo’s remittance revenue remained unchanged at $9.8 million for the six-month period ended June 30, 2024, as compared to the six-month period ended June 30, 2023. On the other hand, the remittance revenue contributed by TNG Asia and GEA decreased by 24.5% to $3.7 million for the six-month period ended June 30, 2024 as compared to $4.9 million for the six-month period ended June 30, 2023.

There was a temporary suspension of ODL services for most of Tranglo’s active ODL partners in mid of March 2023 due to market turmoil and illiquidity of the crypto market, and that the recovery of ODL flows had been slow thereafter. The market turmoil appeared after the collapse of Silicon Valley Bank, Silvergate Bank and Signature Bank around March 2023. As most of the crypto exchanges and market makers maintain their operating accounts with Silvergate and Signature Banks, the collapse of these banks led to illiquidity of the crypto market, and the inability of crypto exchanges to liquidate XRP for supporting ODL transactions. As such, both Ripple and Tranglo agreed to suspend most of the ODL services temporarily. Despite Ripple and Tranglo resuming most of the ODL services after two weeks of temporary suspension, many ODL partners relied more on the fiat prefunding means for their remittance flows via Tranglo’s platform, and thus were slow in resuming their ODL flows. As a result, Tranglo’s ODL flows still represented only 9.9% of the total processing value of Tranglo in December 2023, which compared to 26% of the total processing value in February 2023. For the year ended December 31, 2023, Tranglo’s ODL flows represented 10.5% of its total processing value, which compared to that of 20.3% for the year ended December 31, 2022. For the six-month period ended June 30, 2024, the ODL flows represented 5.5% of its total processing value, as compared to 13.8% for the six-month period ended June 30, 2023.

Tranglo Remittance Business Analysis

	For the six-month period ended June 30,						For the year ended December 31,
	2024			2023			2023			2022
(Ringgit in Thousands)
Total Processing Value (TPV)		12,797,336			9,588,926			20,685,853			15,648,773
●Fiat Flows (%)		94.5	%		86.2	%		89.5	%		79.7	%
●ODL Flows (%)		5.5	%		13.8	%		10.5	%		20.3	%
Numbers of Transactions Processed		5,849,240			5,393,860			10,998,284			11,165,913
●Fiat Flows (%)		96	%		84.2	%		89	%		78	%
●ODL Flows (%)		4	%		15.8	%		11	%		22	%
Average Transaction Size		2.188			1.778			1.881			1.401
Overall Transaction Fees Take Rate %		0.27	%		0.35	%		0.32	%		0.45	%
Overall Forex Gains take rate %		0.09	%		0.11	%		0.11	%		0.12	%
Total Remittance Revenue		46,504			43,811			88,427			88,428
Payout Agency Rate %		-0.11	%		-0.16	%		-0.15	%		-0.23	%
Payout Processing Costs		(14,650	)		(15,186	)		(30,504	)		(35,892	)
Gross Profit Gain Rate %		0.25	%		0.30	%		0.28	%		0.34	%
Gross Profit		31,854			28,625			57,923			52,536

Total processing value (“TPV”) is the total cross-border remittance funds processed and sent by Tranglo during the relevant period. The overall total transaction fees take rate is calculated by dividing the total transaction fees charged for the remittance transactions processed by the corresponding TPV for those transactions. The overall Forex gains take rate is calculated by dividing the total foreign exchange gains obtained on the remittance transactions processed by the TPV for those transactions. The payout agency rate is calculated by dividing the direct costs paid by Tranglo to payout agents for processing the remittance money payouts for the remittance transactions by the TPV for those transactions. The gross profit gain rate is measured by dividing the gross profit generated by Tranglo’s remittance business by the TPV for the remittance transactions processed.

Tranglo monitors these metrics to better understand the performance of its business, to compare the impact of different fees and cost structures internally and with competitor of different scales, and to develop pricing strategies and gauge price competitiveness and profitability of different remittance operators. The fees and Forex Gain take rates are also important parameters for Tranglo to assess if the fees and prices being offered are competitive in the market, and the payout rate is monitored by Tranglo with a view toward cost control and reinforcing profitability. Similarly, investors can use these metrics to understand the performance of Tranglo’s business, the relationship between growth in TPV, growth in revenue and changes in the gross profit gain rate.

For the year ended December 31, 2022, Tranglo processed 11.2 million remittance transactions, with the average transaction size being RM1,401 or $318. As a result, the total processing value was $3.55 billion for the year ended December 31, 2022. For the year ended December 31, 2023, Tranglo processed 11.0 million transactions which represented a slight decrease of 2% as compared to the 11.2 million transactions for the year ended December 31, 2022. However, as the average transaction size increased to RM1,881, or $413, the total procession value increased by approximately 28% from $3.55 billion to $4.54 billion for the year ended December 31, 2023.

As measured in RM, the total processing value for the year ended December 31, 2023 increased by 32.7% to RM20.7 billion as compared to RM15.6 billion for the year ended December 31, 2022. When converted to USD, Tranglo’s total processing value increased by 28% from $3.55 billion for the year ended December 31, 2022, to $4.54 billion for the year ended December 31, 2023.

For the six-month period ended June 30, 2024, Tranglo processed 5.8 million remittance transactions, with an average transaction size of RM2,188. This represents an increase of 7.4% in remittance volume and a growth of 23.1% in the average transaction size, as compared to 5.4 million transactions and an average transaction size of RM1,778 for the six-month period ended June 30, 2023. As a result, as measured in RM, the total processing value for the six-month period ended June 30, 2024 increased by 33.3% to RM12.8 billion as compared to RM9.6 billion for the six-month period ended June 30, 2023. When converted to USD, Tranglo’s total processing value increased by 22.7% from $2.2 billion for the six-month period ended June 30, 2023, to $2.7 billion for the six-month period ended June 30, 2024.

Tranglo’s average transaction fee take rate and the currency conversion take rate (Forex gain rate) as measured in RM for the year ended December 31, 2022 were 0.45% and 0.12%, respectively, making the average total take rate for the year 2022 0.57%. When converted into USD, the total average take rate was 0.56% for the year 2022. As a result, Tranglo’s remittance revenue was $20.0 million for the year ended December 31, 2022. Tranglo’s average transaction fee take rate and currency conversion take rate as measured in RM declined to 0.32% and 0.11%, respectively, for the year ended December 31, 2023, making the total average take rate of 0.43% for the year 2023. This represented a decline of 25% as compared to 0.57% for the year 2022. When converted into USD, the total average take rate was 0.43% which generated $19.4 million remittance revenue for Tranglo for the year 2023.

Tranglo’s average transaction fee take rate and the currency conversion take rate (Forex gain rate) as measured in RM for the six-month period ended June 30, 2023 were 0.35% and 0.11%, respectively, making the average total take rate of 0.46%. When converted into USD, the total average take rate was the same 0.46% for the same period in 2023. As a result, Tranglo’s remittance revenue was $9.8 million for the six-month period ended June 30, 2023. Tranglo’s average transaction fee take rate and currency conversion take rate as measured in RM declined to 0.27% and 0.09%, respectively, making the total average take rate of 0.36% for the six-month period ended June 30, 2024. This represented a decline of 21.7% as compared to 0.46% for the six-month period ended June 30, 2023. When converted into USD, the total average take rate was also the same 0.36% which generated $9.8 million remittance revenue for Tranglo for the six-month period ended June 30, 2024.

Previously, Tranglo offered only the Fiat prefunding remittance services for its clients, i.e. the Fiat Remittance Partners (“Fiat RPs”). In late 2021, Tranglo started to offer a new line of remittance services – the ODL prefunding remittance services – for its ODL Remittance Partners (“ODL RPs”). Many of Tranglo’s ODL RPs are also Fiat RPs and thus can make use of either Tranglo’s Fiat prefunding services or ODL prefunding services.

In addition to intense market competition and the downward pricing pressure, Tranglo’s integration with RippleNet and On-Demand Liquidity facility of Ripple and the commencement of its ODL prefunding remittance services in August 2021 has further pushed down its overall fees offered to the market. As part of the RippleNet and ODL arrangement, Tranglo has offered lower transaction fees and lower currency conversion fees for those clients who submit their orders using ODL prefunding facilities. Moreover, the ODL system allows clients to directly convert their sending currencies into the recipient currencies, like from USD to Philippine Peso, thus bypassing the need for Tranglo to conduct currency conversion. In that case, Tranglo would not be able to charge currency conversion fees for certain ODL remittance flows. Since Tranglo integrated with RippleNet in August 2021, and started offering the ODL remittance services, the ODL remittance flows increased significantly in the year 2022. For the year end December 31, 2022, the ODL flows increased substantially to represent 20.3% of the total processing value.

For the year ended December 31, 2022, Tranglo’s average transaction fee take rate and the average Forex gain take rate as measured in RM were 0.45% and 0.12%, respectively, making the total average take rate of 0.57%. As for the year ended December 31, 2023, the average transaction fee take rate and the average Forex gain take rate as measured in RM declined to 0.32% and 0.11%, respectively, making the total average take rate of 0.43% which represented a decline of 25% in the average total take rate. Both the take rates of Fiat remittances and ODL remittances declined during the periods. When converted into USD, the total average take rate decreased to 0.43% for the year ended December 31, 2023, which represented a decline of 23% as compared to 0.56% for the year ended December 31, 2022. On the other hand, due to lower fees in both Tranglo’s Fiat and ODL remittance services, Tranglo succeeded in capturing higher market share and expanding its market reach and as a result, Tranglo’s TPV increased by 33.5% as measured in RM. However, when converted to the USD, the TPV increased by only 28%, from $3.55 billion to $4.54 billion. As a result of the decline in take rates by 23%, Tranglo’s remittance revenue decreased by 3% to $19.4 million for the year ended December 31, 2023, as compared to $20.0 million for the year ended December 31, 2022.

For the six-month period ended June 30, 2023, Tranglo’s average transaction fee take rate and the average Forex gain take rate as measured in RM were 0.35% and 0.11%, respectively, making the total average take rate of 0.46%. As for the six-month period ended June 30, 2024, the average transaction fee take rate and the average Forex gain take rate as measured in RM declined to 0.27% and 0.09%, respectively, making the total average take rate of 0.36% which represented a decline of 21.7% in the average total take rate. The overall take rate of Fiat remittances declined, while that of ODL remittances remained relatively stable during the periods. When converted into USD, the total average take rate was also 0.36% for the six-month period ended June 30, 2024, which represented a decline of 21.7% as compared to 0.46% for the same period in the year of 2023.

On the other hand, due to its pricing competitiveness, Tranglo succeeded in capturing higher market share and expanding its market reach and as a result, Tranglo’s TPV increased by 33.3% as measured in RM. However, when converted to the USD, the TPV increased by only 22.7%, from $2.2 billion to $2.7 billion. As a result of the declining in take rates by 21.7%, Tranglo’s remittance revenue remained unchanged as $9.8 million for the six-month period ended June 30, 2024, as compared to the same period of the year 2023.

The market competition and downward pricing pressure affects both the upstream and downstream players of the global remittance industry. In order to maintain its competitiveness, Tranglo has to offer very competitive fees for the market while also striving to control its direct costs. Tranglo has been working to lower its direct remittance payout costs. The average payout rate of Tranglo was 0.23% for the year ended December 31, 2022, which declined by 35% to 0.15% for the year ended December 31, 2023. For the six-month period ended June 30, 2024, the average payout rate of Tranglo further declined to 0.11%, representing a decline of 31% as compared to 0.16% for the six-month period ended June 30, 2023.

Seamless believes that as the global remittance industry grows rapidly and more competitors have been entering into the market, the downward pressure on pricing is inevitable. In the end, only those who could provide the most cost effective, efficient and reliable services could survive and thrive in the market. Although a decline in transaction fees and Forex take rates would lead to a lower gross profit margin and lower revenue growth in the short term, Seamless believes that by staying competitive in terms of pricing and maintaining low costs on operation, it could eventually capture more market share and expand its business scope and scale in the long run. Tranglo’s integration with RippleNet and ODL is also pivotal to its future development as Tranglo can now offer to its customers ample prefunding liquidity through the use of ODL’s prefunding facility, which many of Tranglo’s competitors could not. Also, Tranglo may make use of the ODL facility itself, and obtain extra liquidity which allows Tranglo to better manage its liquidity and cash position. This is especially important when Tranglo is expanding its remittance business and airtime business scope which requires a larger working capital.

By December 31, 2022, Tranglo had 87 active business partners who adopted the traditional fiat prefunding means. By December 31, 2023, the number of Tranglo’s active partners adopting the fiat prefunding means decreased slightly to 85, while Tranglo still managed to grow its total processing value by 32.7% as measured in RM, and 27.6% as measured in USD, during the year ended December 31, 2023 as compared to the year 2022. By June 30, 2024, Tranglo’s active remittance partners adopting the Fiat prefunding means slightly declined to 84 while Tranglo managed to grow its remittance TPV by 33.3% as measured in RM, and 22.7% as measured in USD. On the other hand, the number of active ODL partners decreased to 8 by December 31, 2023, and further declined to 6 by June 30, 2024. This was due to a temporary suspension of ODL services in mid-March 2023 when Ripple and Tranglo suspended its ODL services for 9 out of 11 active ODL users as a result of market turmoil and illiquidity in crypto market. The market turmoil appeared after the collapse of Silicon Valley Bank, Silvergate Bank and Signature Bank around March 2023. As most of the crypto exchanges and market makers maintain their operating accounts with Silvergate and Signature Banks, the collapse of these banks led to illiquidity of the crypto market, and the inability of crypto exchanges to liquidate XRP for supporting ODL transactions. As such, both Ripple and Tranglo agreed to suspend most of the ODL services temporarily. Despite Ripple and Tranglo resuming most of the ODL services after two weeks of temporary suspension, many ODL partners relied more on making use of Fiat remittance services of Tranglo, and also, Ripple has tightened its ODL services and increased the fees for ODL remittance partners since then. As a result, many of Tranglo’s remittance partners were slow in resuming their use of Tranglo’s ODL services. As a result, Tranglo’s ODL flows represented only 13.6% of the total processing value of Tranglo in March 2023, which compared to 26% of the total processing value in February 2023. For the six-month period ended June 30, 2024, Tranglo’s ODL flows represented only 5.5% of the TPV, whereas the Fiat prefunding remittance flows represented 94.5% of the TPV. This compared to 21.7% from ODL flows for the three-month period ended March 31, 2023. Despite Tranglo’s ODL remittance services lack of recovery, due to an increase in Fiat remittance business, Tranglo still managed to grow its total TPV to RM2.1 billion for the month of December 2023, which represented a significant increase as compared to the TPV of RM1.35 billion for the month of February 2023 and the TPV of RM1.58 billion for the month of March 2023. For the six-month period ended June 30, 2024, Tranglo’s remittance TPV further increased by 33.3% to RM12.8 billion, as compared to RM9.6 billion for the six-month period ended June 30, 2023.

TNG Asia also generates transaction fee revenue and forex gain revenues for its remittance business. The transaction fees charged are recorded as Net Revenue, whereas the Forex Gain of TNG Asia is recorded under “Other Income” as “Forex Gain”.

In early 2022, the Hong Kong government removed the border restrictions and inflow of overseas migrant workers started to increase. Also, as GEA had integrated with ODL in September 2021, GEA was able to offer TNG Asia low cost and highly competitive remittance services in the market, in addition to ample prefunding liquidity. As such, TNG Asia took the initiative and initiated an aggressive marketing campaign to recapture and expand its market share. As a result, for the year ended December 31, 2022, TNG Asia processed 2.1 million remittance transactions, with a total processing value of $505 million. TNG Asia’s remittance revenue was $8.34 million for the year ended December 31, 2022. For the year ended December 31, 2023, TNG Asia processed 2.3 million remittance transactions with a processing value of $531 million, representing 9.5% and 5.1% increases, respectively, when compared to 2.1 million transactions with a total processing value of $505 million for the year ended December 31, 2022. The average total take rate of TNG Asia was 1.36% which generated $8.3 million remittance revenue for the year ended December 31, 2022.

For the year ended December 31, 2023, TNG Asia’s average total take rate was 1.5% which generated a remittance revenue of $9.6 million. Besides an increase in take rate, the increase in TNG Asia’s remittance revenue during the period was also contributed by an increase in TPV by 5%, from $505 million for the year ended December 31, 2022 to $531 million for the year ended December 31, 2023.

As the market competition intensified, TNG Asia’s remittance business suffered a setback during 2024. For the six-month period ended June 30, 2024, TNG Asia processed around 850,000 remittance transactions with a processing value of $197 million, representing declines of 26% and 25%, respectively, when compared to 1.15 million transactions with a total processing value of $264 million for the six-month period ended June 30, 2023. The average total take rate of TNG Asia was 1.5% which generated $3.7 million remittance revenue for the six-month period ended June 30, 2024, which was similar to the average total take rate of 1.5% that generated $4.8 million for the six-month period ended June 30, 2023.

GEA’s remittance revenue was $2.7 million for the year ended December 31, 2022. As for the year ended December 31, 2023, GEA’s revenue was $2.6 million, which remained roughly the same level as compared to the year 2022. For the six-month period ended June 30, 2024, GEA’s remittance revenue was $1.0 million, representing a decline of 23% as compared to the $1.3 million remittance revenue for the six-month period ended June 30, 2023.

As TNG Asia has submitted almost all of its remittance transactions to GEA, which in turn has placed the remittance orders to Tranglo for processing, most of TNG Asia’s and GEA’s remittance revenue is also accounted for as remittance revenue of Tranglo. This overlapping in remittance revenues for TNG Asia, GEA and Tranglo, which were $4.3 million and $4.9 million for the year 2022 and 2023, respectively, are eliminated in the preparation of the consolidated financial statements for Seamless. After this elimination, the total remittance revenue for Seamless was $26.7 million for the year ended December 31, 2022, and it remained relatively unchanged for the year ended December 31, 2023.

For the six-month period ended June 30, 2024, the overlapping in remittance revenues was $1.7 million, which compared to $2.5 million for the six-month period ended June 30, 2023. After the elimination, the total remittance revenue for Seamless was $12.8 million, representing a slight decrease of 5.9% as compared to $13.6 million for the six-month period ended June 30, 2023.

The other major business segment of Seamless is its international airtime transfer business. Seamless operates the international airtime transfer business under Tranglo, acting as a switching platform provider for telecom airtime transfer and wholesale reseller of foreign airtime. Its proprietary technology supports both pin and pin-less airtime transfers. Currently, Tranglo operates one of the biggest airtime transfer networks in the world, providing access to over 500 mobile operators across 150 countries. For the six-month period ended June 30, 2024, Seamless’ top three airtime corridors were Malaysia-Indonesia (50.9% of total global airtime revenue), Malaysia-Bangladesh (10.4% of total global airtime revenue) and UAE-Indonesia (3.9% of total global airtime revenue), which collectively accounted for 65.2% of its total airtime transfers in that period. For the six-month period ended June 30, 2024, the top four sending countries for Tranglo’s global airtime business were Malaysia, Saudi Arabia, UAE and Ireland, whereas the top four receiving countries were Indonesia, Bangladesh, Philippines and Nepal. These countries all have large underserved populations. The revenue for Seamless’ international airtime transfer business was $18.4 million for the year ended December 31, 2022. In early 2022 when COVID pandemic seriously affected Malaysia and the government started to impose border closures, many migrant or overseas workers in Malaysia left the country in the midst of the border restriction. The shrinkage of overseas workers in Malaysia was further exacerbated by a government imposed freeze on the hiring of foreign workers. The border restriction was not eased until the second half of 2022, albeit slowly. As a result, Seamless’ global airtime business was adversely affected since early 2022 and the impact continued and became worse in the year 2023. Moreover, more and more free Wi-Fi is now made available to the people in many Southeast Asian countries, especially in Malaysia and Indonesia. This has led to significant change in consumers’ behavior in these two countries, and that the needs for buying and transferring airtime for the migrant workers there have been declining. For the year ended December 31, 2023, Malaysia-Indonesia was the key global airtime corridor for Tranglo which contributed 46.1% of Tranglo’s global airtime revenue. As such, Tranglo’s global airtime business was adversely affected and its airtime revenue declined by 34% to $12.2 million for the year ended December 31, 2023 when compared to $18.4 million for the year ended December 31, 2022. For the six-month period ended June 30, 2024, Tranglo’s global airtime revenue was $5.0 million, which represented a decline of 23.1% as compared to $6.5 million for the six-month period ended June 30, 2023. In view of the over-concentration of Tranglo’s global airtime time business in Malaysia and Indonesia, Seamless needs to broaden its network and diversify its user base to other Asian countries like Pakistan, Middle East countries like UAE, Saudi Arabia, and African countries like Egypt, in order to expand its global airtime business in the future.

In February 2022, there was a short-term mishap which had a one-off adverse impact on Tranglo’s airtime business. Tranglo had been purchasing Indonesia’s XL Axiata telecom credit (XL Airtime) from PT Satria Abadi Terpadu (PT Satria). On February 22, 2022, there were multiple duplicated failed call transactions returned from the PT Satria system, which led to Tranglo paying refunds to the senders automatically. Tranglo later discovered that the spike of failed transactions was due to an invalid number for XL Airtime purchases and thus suspended the XL Airtime purchase immediately. After investigation, an erroneous refund of RM2 million ($453,961) was discovered. Tranglo has initiated a recovery process to get back the money, and by December 2022, it had recovered RM0.5 million ($113,000) and recorded the provision of RM1.56 million ($354,000) in the year ended December 31, 2022. In the year ended December 31, 2023, no further recovery was successfully made from the sender and a total of RM1.56 million ($354,000) was written off.

Seamless disposed its controlling stake of WalletKu on March 9, 2021 to a third party and regained the controlling stake of WalletKu in June, 2022. As a result, Seamless has consolidated approximately seven month’s results of WalletKu for the year ended December 31, 2022, and the revenue of Indonesian airtime was $10.1 million for the year ended December 31, 2022.

For the year ended December 31, 2023, Seamless’ Indonesian airtime revenue was $14.2 million. The increase was mainly due to that Seamless recorded full year results of WalletKu for the year 2023.

For the six-month period ended June 30, 2024, Seamless’ Indonesian airtime revenue was $6.2 million while it was $7.0 million for the six-month period ended June 30, 2023.

Seamless recorded a net loss of $15.7 million and $14.4 million for the years ended December 31, 2022 and 2023, respectively, mainly due to the interest expenses and a significant increase in expenses in relation to the merger exercise with INFINT SPAC. The Convertible Bond holders have committed that they will convert their bonds into shares upon the completion of the Business Combination. For the six-month period ended June 30, 2024, Seamless recorded a net loss of $6.2 million as compared to a net loss of $6.6 million for the six-month period ended June 30, 2023.

Seamless recorded an EBITDA loss of $3.2 million for the year ended December 31, 2022, and an EBITDA loss of $2.1 million for the year ended December 31, 2023. The EBITDA losses were mainly due to the expenses in relation to the merger exercise with INFINT SPAC which started in June of 2022. For the six-month period ended June 30, 2024, Seamless recorded an EBITDA loss of $0.4 million which compared to an EBITDA loss of $1.3 million for the six-month period ended June 30, 2023. Again, the EBITDA losses in the first six months of 2024 and 2023 were mainly due to a significant increase in expenses in relation to the merger exercise with INFINT SPAC.

Major Factors Affecting Seamless’ Results of Operations

Seamless operates in the cross-border money remittance and international airtime transfer markets in Southeast Asia, and its results of operations and financial condition are significantly affected by general factors driving this market. It has benefited from rapid technological change, increased low cost and real time cross-border money transfer needs, as well as increased availability, quality and usage of mobile devices. It has also benefited significantly from the increasing Internet penetration, particularly mobile Internet penetration, in Asia, and also the increasing adoption of electronic wallets or storage vehicles. On the other hand, its international airtime transfer business may be adversely affected by the increasing adoption and thus wider availability of free Wi-Fi in public places and buildings in many Southeast Asian countries as well as other emerging countries. Seamless’ results of operations and financial condition are affected by the general factors driving the currency transfer, digital financial services, e-commerce and other industries in Southeast Asia. On the other hand, as the global digital remittance market thrives and grows rapidly, more and more competitors have entered into the market and as a result, the market competition is getting more and more intense. This has direct impact on the pricing power of Seamless, and thus its profitability.

Seamless’ results of operations are also directly affected by certain factors specific to it, including the following:

Seamless’ ability to maintain and increase the size of its user base

Seamless’ revenue is largely driven by the number of users and the number of transactions on its remittance platforms, as well as the users on the airtime trading platforms. The larger the number of users on Seamless’ platforms and the larger the number of partners, including banks, e-Wallets and corporations that will join its network, the greater will be the number of transactions that drive its revenue. However, as the market competition is getting more intense, Seamless has to offer more price competitive and highly efficient services in order to maintain and increase its user base.

Also, the larger the number of merchants and telecommunication companies using the platforms of airtime supplied by Tranglo’s airtime business and WalletKu, the higher the growth in business and revenue of Seamless will be higher.

Seamless will strive to develop B2C markets in Southeast Asia and Middle East, so as to capture the retail remittance and airtime market. This development, if successfully launched, will generate significant clientele and synergy for Tranglo’s remittance and airtime businesses.

User engagement and monetization

Currently, Seamless’ global money transfer and airtime services are the foundation of its relationship with its users globally. It generates revenue on cross border money transfers and airtime transfer services. In particular, Seamless’ in-house cross-border payment processing B2B platform generates fees on money transfer orders it settles for banks and other money service operators around the world. On the other hand, TNG Asia operates in the B2C eWallet market in Hong Kong which attracts unbankable migrant workers to make use of TNG eWallet platform for remitting money back to their homelands. Seamless will continue to drive adoption of its retail end users and financial institutions in using Seamless’ platform for money transfer, mass payout and collection services and payment processing business, as well as introduce new B2C financial services and airtime distribution services, in Southeast Asia and Middle East. Seamless believes it can leverage its expertise and knowhow to develop retail markets in Southeast Asia and Middle East, offering payment, remittances, airtime and other fintech services.

A significant determining factor in whether Seamless’ users use its services is based on the handling fee and Forex spread it charges on every remittance transaction, and pricing pressure it faces from competitors. For example, Tranglo’s average transaction fees take rate as measured in RM declined from 0.45% for the year 2022 to 0.32% for the year 2023, representing a decline of 29%. For the six-month period ended June 30, 2024, the average take rate was 0.27% which compared to 0.35% for the six-month period ended June 30, 2023. As for the average currency conversion take rate, i.e., Forex gain take rate as measured in RM, it was 0.12% for the year of 2022, which declined to 0.11% for the year ended December 31, 2023. For the six-month period ended June 30, 2024, the average Forex gain rate was 0.09% which compared to 0.11% for the six-month period ended June 30, 2023. This declining trend is mainly to match the prices of competitors, especially for new joiners who often adopt aggressive pricing strategies when introducing new businesses or services. If Seamless fails to price its services appropriately relative to its competitors, consumers may not use its services, which could adversely affect its business and financial results.

Tranglo’s average payout agency fees take rate as measured in RM was 0.23% for the year ended December 31, 2022. As a result, Tranglo’s average gross profit margin take rates as measured in RM was 0.34% for the year ended December 31, 2022. Seamless strives to retain its profitability margin by seeking to lower its direct costs.

For the year ended December 31, 2023, the payout rate decreased to 0.15%. As a result, Tranglo’s average gross profit margin rate decreased to 0.28% for the year ended December 31, 2023. For the six-month period ended June 30, 2024, the payout rate decreased to 0.11%, which compared to 0.16% for the six-month period ended June 30, 2023. As a result, Tranglo’s average gross profit margin rate decreased to 0.25% for the six-month period ended June 30, 2024, from 0.3% for the six-month period ended June 30, 2023.

As for airtime business, Seamless will strive to expand its global airtime transfer coverage and telco partner network. The global airtime transfer business mainly serves migrant workers worldwide. As free Wi-Fi becomes more and more available to many Southeast Asian countries, the needs for migrant workers from these countries to send airtime back to their homelands diminish over time. Also, as Malaysia-Indonesia is currently the key global airtime corridor for Tranglo which contributed 50.9% of Tranglo’s global airtime revenue for the six-month period ended June 30, 2024, Tranglo’s global airtime business could be adversely affected by the changes. Seamless needs to broaden its network and diversify its user base to other Asian countries like Pakistan, Middle East countries like UAE, Saudi Arabia, and African countries like Egypt, in order to expand its global airtime business in the future. Seamless will also seek to expand the network and coverage of WalletKu and offer a wider range of products and services for retail customers in Indonesia. Seamless believes the insights on its users generated by its existing services will enable it to develop new products and services for the existing markets, and also to explore and develop new markets for the services, and thereby generate more revenue for it.

Launch of new products and services and cross-selling to Seamless’ users

Seamless strives to stay on the cutting edge of the financial technology by developing and launching new products and services to offer to both new and existing users and intends to continue investing in product development to build new products and services and to bring them to market. While Seamless expects its total expenses to increase in the short term as it plans for growth, it expects its expenses as a percentage of its total revenue to decline over the long term when its business and thus income continues to grow as these investments drive its business growth.

Seamless’ existing users represent a sizable opportunity to cross-sell products and services with relatively low incremental marketing and advertising expenses. Seamless believes that there exists a significant synergy between its B2C eWallet and retail airtime business and its B2B cross border remittance business and global airtime transfer business. As such, it plans to continually invest in the product development of its existing platforms, and to also to explore and develop eWallet markets in various Southeast Asian and Middle East countries so as to expand its B2C business scope and create more synergy between its B2C and B2B businesses. To the extent that Seamless is able to create significant synergy between its operations, and to cross-sell products and services between different clienteles and countries, it expects its revenue and financial income to continue to grow and its margins to increase.

Seamless’ ability to operate in a cost-effective manner

Seamless’ ability to control costs and expenses relating to its operations affects its profitability. The global remittance market is evolving rapidly and new entrants to the market have driven market competition. This has a long term downward trend on the gross profit margin for the whole industry. In order to generate growing operating profits, players have to expand their market scope and scale, while on the other hand, control their operating costs. General and administrative expenses have historically represented the largest portion of Seamless’ total operating expenses. In particular, Seamless has invested significantly in hiring, training and retaining personnel and expects to continue to make significant investments in personnel as it grows its business and enters new geographies and offers new services. With the expansion of its business, Seamless expects its operating costs and expenses to continue to increase, including employee compensation and benefits, marketing and branding and other costs and expenses. The salary level in the fintech industry in and around Southeast Asia has generally increased in recent years, and Seamless believes it offers competitive wages and other benefits to recruit and retain quality professionals. For the year ended December 31, 2023, the General and administrative expenses decreased slightly to $24.0 million, as compared to $25.5 million for the year ended December 31, 2022. As for the six-month period ended June 30, 2024, the General and administrative expenses decreased to $11.0 million, as compared to $12.4 million for the six-month period ended June 30, 2023. Seamless believes that the marginal costs for the business expansion should decrease because the growth of Seamless’ revenue will outpace the increase in operating costs and expenses. Seamless expects that its total revenue will continue to grow, so that the overall fixed costs as a percentage of revenue will decrease in the long run. And as Seamless is to explore and develop the B2C markets in Southeast Asia and Middle East, Seamless’ operating model allows it to centralize a number of functions, including technology development, operating system infrastructure building as well as certain general and administrative services. This will allow Seamless to increase efficiencies across each of its businesses and further increase its overall operating leverage.

Seamless’ partner network

Seamless’ results of operations are affected by its ability to continue to maintain and build its collaborative network with partners. The Ripple entities are important strategic partners of Seamless, and Tranglo has been integrated with RippleNet since September 2021 and started offering its ODL remittance services. Following this integration, the remittance flows through RippleNet have increased substantially, growing to represent $721 million, or 20.3%, of the total remittance value of $3.55 billion, and 2.4 million, or 21.8%, of the total number of transactions processed during the year ended December 31, 2022. As of December 31, 2022, ten of Tranglo’s 97 active remittance customers use the Ripple XRP prefunding facility. By June 30, 2024, the number of active ODL partners decreased to six out of the 90 active remittance customers. This was due to a temporary suspension of ODL services in mid-March 2023 when Tranglo suspended its ODL services for nine out of 11 active ODL users as a result of market turmoil and illiquidity in crypto market. The market turmoil appeared after the collapse of Silicon Valley Bank, Silvergate Bank and Signature Bank around March 2023. As most of the crypto exchanges and market makers maintain their operating accounts with Silvergate and Signature Banks, the collapse of these banks led to illiquidity of the crypto market, and the inability of crypto exchanges to liquidate XRP for supporting ODL transactions. As such, both Ripple and Tranglo agreed to suspend most of the ODL services temporarily. Despite Ripple and Tranglo resuming most of the ODL services after two weeks of temporary suspension, many ODL partners relied more on the fiat prefunding means for their remittance flows via Tranglo’s platform, and thus were slow in resuming their ODL flows. Also, Ripple has tightened the usage of ODL services for remittance partners since then. As a result, Tranglo’s ODL flows represented only 9.9% of the total processing value of Tranglo for the month of December 2023, which compared to 26% of the total processing value in February 2023. For the year ended December 31, 2023, ODL flows represented 10.5% of the total remittance value of $4.54 billion, and 1.2 million, or 11.2% of the total number of transactions processed. For the six-month period ended June 30, 2024, ODL flows further declined to represent only 5.5% of Tranglo’s TPV of $2.7 billion, or 4% of the total 5.8 million transactions processed. However, despite the usage of ODL services not recovering, Tranglo still managed to grow its TPV to RM2.1 billion for the month of December 2023, which represented significant increases as compared to the TPV of RM1.35 billion for the month of February 2023, and the TPV of RM1.58 billion for the month of March 2023. For the six-month period ended June 30, 2024, Tranglo also managed to grow its TPV to RM12.8 billion, which represented a significant growth of 33.3% as compared to RM9.6 billion TPV for the six-month period ended June 30, 2023.

Still, the availability of ODL services to Seamless’ potential customers is considered as an important competitive edge for Seamless to expand its remittance business in new markets in Middle East or Africa. This is especially so for recruiting those small financial institutions that do not have sufficient working capital for prefunding and thus could benefit from the provision of prefunding liquidity by Ripple through the use of ODL services.

Ripple Labs Singapore Pte. Ltd seconded the Ripple Executive Officer to Tranglo, with an aim to facilitate Tranglo’s further integration with Ripple network to help ensure that Tranglo’s ODL service functions efficiently and meets the demands of Tranglo’s customers, and for Tranglo to leverage the marketing network and business resources of the Ripple entities. Later, the secondment agreement was terminated with effect from January 1, 2024. Although Tranglo currently has some network coverage in the Middle East, Tranglo believes it can tap the more robust business network and connections that the Ripple entities have in the Middle East, South America and Europe to expand its market reach in these new markets. Expanding its business reach in these geographies over the next three years is a strategic goal of Tranglo.

Tranglo does not provide services to customers who are licensed to operate in the United States and never offers ODL services to individuals or end users. As part of the stringent onboarding process for a customer which opts to use Tranglo’s ODL service, Tranglo confirms that the customer is not a licensee in the United States. All onboarding information is compiled and verified by Tranglo’s compliance team and presented to its senior management for approval. The onboarding process is also reviewed regularly by Tranglo’s risk management team and board of directors. While customers onboarded for use of the ODL service may have end users who are U.S. persons, all end users of any nationality must fund their remittances with fiat currency under applicable licensing requirements and AML rules, insuring that ODL services are not accessed by any U.S. person.

Tranglo’s business has a large portfolio of blue-chip customers across both its payment and airtime transfer segments, including WISE, SingTel, Remitly, SBI Japan, Mastercard, GEA, WeChat Pay HK, Maxis, Etisalat and Ding. By continuing to develop Tranglo’s technological infrastructure, Seamless will be able to handle larger volumes of money transfer and settlement and open new business opportunities, both in money transfer and airtime businesses, which in turn will allow it to attract more customers. The ability of Seamless to maintain and develop new partners will have the direct impact on its business scope and scale.

WalletKu has joined the Indosat Cluster Partnership programs and became the Authorized Distributor of Indosat Ooredoo Hutchison in 2021. The programs have proven to be a high growth and profitable business for WalletKu. Seamless will strive to maintain its partnership relationship with Indosat with an aim to acquiring more operation rights under the Cluster Partnership programs.

As Seamless is to develop new B2C markets in Southeast Asia and Middle East, it could bring in new partners for Tranglo and WalletKu so as to create significant business synergy and cross selling between different business segments of Seamless.

Expansion into new markets and acquisitions

As part of Seamless’ strategy of expansion, it has in the past acquired, and may, from time to time, acquire businesses or interests in businesses, including non-controlling interests, form joint ventures or create strategic alliances. In the future, Seamless will strive to develop its B2C businesses in Southeast Asia and Middle East, focusing on various fintech and airtime trading services. It expects to replicate and further develop the existing B2C eWallet, payment, remittance, airtime trading business model in Southeast Asian and Middle East countries, in particular the Philippines, Indonesia, Cambodia, Vietnam, Abu Dhabi and Saudi Arabia. Seamless will continually evaluate potential strategic acquisitions of businesses or products with the aim of expanding its user and revenue base, widening its geographic coverage and increasing its product range. In addition, Seamless’ ability to leverage its existing distribution network to expand its product offering across its current markets and replicate its success in Southeast Asian and Middle East countries where it operates will affect its growth and results of operations. It expects that its growth prospects will continue to be significantly affected by its ability to expand its business in new and existing markets.

Seamless Selected Income Statement Items

Total Revenue

Seamless derives its net revenue primarily from remittance business and airtime businesses. For remittance business, the revenue sources are mainly from Tranglo, TNG Asia and GEA. For airtime businesses, the revenue is generated by the international airtime transfer business operated by Tranglo and the retail airtime business operated in Indonesia by WalletKu. Other income is of minor contribution and importance only.

The following table sets forth the breakdown of Seamless’ total net revenue, both in absolute amounts, for the periods indicated.

	For the six-month period ended June 30,				For the year ended December 31,
	2024		2023		2023		2022
	$		$		$		$
	(in thousands)
Revenue
Remittance Services		12,843		13,551		26,695		26,714
Global Airtime		4,962		6,486		12,188		18,390
Indonesian Airtime		6,217		7,044		14,211		10,111
Other services		89		84		161		286
Total net revenue		24,111		27,165		53,255		55,501

For the year ended December 31, 2023, Seamless’ revenue was $53.3 million, representing a decrease of 4% as compared to the year ended December 31, 2022 of $55.5 million. The remittance revenue remained unchanged at $26.7 million. While the remittance revenue of Tranglo slightly decreased, the decline was mitigated by an increase in TNG Asia’s remittance revenue. However, Seamless’ global airtime revenue decreased substantially by 34%, from $18.4 million for the year ended December 31, 2022 to $12.2 million for the year ended December 31, 2023. As more and more free Wi-Fi is now made available to the people in many Southeast Asian countries, especially in Malaysia and Indonesia, the demand for Malaysia-Indonesia airtime transfers has been declining. As Malaysia-Indonesia is the key global airtime corridor for Tranglo which contributed 46.1% of Tranglo’s global airtime revenue, Tranglo’s global airtime business was adversely affected. As Seamless acquired the control of WalletKu in June 2022, it recorded only seven months’ results of WalletKu for the year ended December 31, 2022, and Seamless’ Indonesian airtime revenue was $10.1 million for the year, 2022. Seamless’ Indonesian airtime revenue was $14.2 million for the year ended December 31, 2023 as Seamless recorded full year’s results of WalletKu in 2023.

For the six-month period ended June 30, 2024, Seamless’ revenue was $24.1 million, representing a decrease of 11.4% as compared to $27.2 million for the six-month period ended June 30, 2023. The remittance revenue declined by 5.9% mainly due to a decline in TNG Asia’s remittance revenue. Also, Seamless’ global airtime revenue decreased substantially by 23.1%, from $6.5 million for the six-month period ended June 30, 2023 to $5.0 million for the six-month period ended June 30, 2024.

Remittance Revenue

Tranglo, TNG Asia and GEA are all involved in the remittance business. Tranglo is the leading remittance hub in Southeast Asia serving mostly banks and financial institutions whereas TNG Asia operates an eWallet which targets the retail remittance market – targeting mainly the overseas workers in Hong Kong who could not access to banking services easily. TNG Asia generates 80-95% of its revenue through processing the remittance flows of its targeted customers. TNG Asia has placed most of its remittance orders to GEA for processing and is the most important client of GEA which in turn, places orders to Tranglo for processing. As such, TNG Asia and GEA are the customers of Tranglo.

There are two main streams of remittance revenue for Seamless – the transaction fees, which are charged on a per transaction basis, and also the currency conversion fees, i.e., Forex Gain take rate.

Seamless’ remittance revenue remained relatively unchanged at $26.7 million for each of the years ended December 31, 2023 and 2022. Seamless’ remittance revenue which was contributed by Tranglo declined by 3% from $20.0 million for the year of 2022 to $19.4 million for the year ended December 31, 2023, despite an increase in remittance volume by 28% in the year of 2023. The decline in Tranglo’s revenue was mitigated by the increase in TNG Asia’s remittance revenue by 15.6%, from $8.3 million for the year 2022 to $9.6 million for the year ended December 31, 2023.

Tranglo processed 11.0 million remittance transactions for the year ended December 31, 2023, which represents a slight decline of 2% as compared to 11.2 million remittance transactions processed by Tranglo for the year ended December 31, 2022. On the other hand, the total processing value increased by 28% from $3.55 billion to $4.54 billion for the year ended December 31, 2023 as compared to the year 2022. This, coupled with a decline of 23% in the average take rates as measured in USD, resulted in a decline of 3% in Tranglo’s remittance revenue for the year 2023. As for the six-month period ended June 30, 2024, Tranglo processed over 5.8 million transactions with a total value of $2.7 billion, which represents a growth in volume by 7.4% as compared to 5.4 million transactions, and a growth in value by 22.7% as compared to the total processing value of $2.2 billion for the six-month period ended June 30, 2023.

On the other hand, the total processing value of TNG Asia increased significantly by 5% from $505 million for the year ended December 31, 2022, to $531 million remittance flows for the year ended December 31, 2023. There was also an increase in take rate from 1.36% in the year of 2022 to 1.5% in the year of 2023. As a result, TNG Asia’s remittance revenue managed to increase from $8.3 million for the year 2022 to $9.6 million for the year ended December 31, 2023. As for the six-month period ended June 30, 2024, the total processing value of TNG Asia decreased by 25.4% to $197 million from $264 million for the six-month period ended June 30, 2023. The average total take rate of TNG Asia was 1.5% which generated $3.7 million remittance revenue for the six-month period ended June 30, 2024, which was similar to the average total take rate of 1.5% which generated $4.8 million for the six-month period ended June 30, 2023.

GEA’s remittance revenue decreased slightly from $2.7 million for the year ended December 31, 2022 to $2.6 million for the year ended December 31, 2023. For the six-month period ended June 30, 2024, GEA’s remittance revenue was $1.0 million, representing a decline as compared to the $1.3 million remittance revenue for the six-month period ended June 30, 2023.

The following table is the breakdown of Seamless’ total remittance revenue. Because TNG Asia submitted almost all its remittance transactions to GEA, which in turn placed orders to Tranglo for processing, most of TNG Asia’s and GEA’s remittance revenue is also accounted for as remittance revenue of Tranglo. This overlapping in remittance revenue for TNG Asia, GEA and Tranglo, which was $4.3 million and $4.9 million for the years ended December 31, 2022 and 2023, respectively, is eliminated in the preparation of the consolidated financial statements for Seamless. For the six-month period ended June 30, 2024, the elimination was $1.7 million as compared to $2.5 million for the six-month period ended June 30, 2023.

Remittance service by company	For the six-month period ended June 30,						For the year ended December 31,
	2024			2023			2023			2022
	$			$			$			$
	(in thousands)
Tranglo		9,841			9,826			19,395			20,040
GEA		1,005			1,332			2,636			2,669
TNGA		3,730			4,849			9,574			8,344
Elimination		(1,733	)		(2,456	)		(4,910	)		(4,339	)
Total Revenue		12,843			13,551			26,695			26,714

Global Airtime Transfer Revenue

Currently, Tranglo operates one of the biggest airtime transfer networks in the world, providing access to over 500 mobile operators across 150 countries. For the six-month period ended June 30, 2024, Seamless’ top three airtime corridors were Malaysia-Indonesia (50.9% of total global airtime revenue), Malaysia-Bangladesh (10.4% of total global airtime revenue) and UAE-Indonesia (3.9% of total global airtime revenue), which collectively accounted for 65.2% of its total airtime transfers in that period. For the six-month period ended June 30, 2024, the top four sending countries for Tranglo’s global airtime business were Malaysia, Saudi Arabia, UAE and Ireland, whereas the top four receiving countries were Indonesia, Bangladesh, Philippines and Nepal. Management believes that the top four receiving countries have large underserved populations. On the other hand, Tranglo’s global airtime business relies heavily on the Malaysia – Indonesia corridor (50.9% of revenue) and is therefore vulnerable to changes in consumers’ behavior in these countries.

Seamless recorded global airtime revenue of $18.4 million for the year ended December 31, 2022. For the year ended December 31, 2023, the global airtime revenue decreased to $12.2 million which represented a decline of 34% as compared to the year 2022. For the year ended December 31, 2023, the Malaysia – Indonesia airtime corridor represented 46.1% of the total global airtime business. The decline in airtime business in the year 2022 and 2023 was mainly due to the COVID pandemic which affected Malaysia in early 2022. In 2022, the Malaysian government started to impose border closures in response to the COVID pandemic. As such, many migrant or overseas workers in Malaysia left the country in the midst of the border restriction. The shrinkage of overseas workers in Malaysia was further exacerbated by a government imposed freeze on the hiring of foreign workers. The border restriction was not eased until the second half of 2022, albeit slowly. As a result, Tranglo’s global airtime business declined significantly since early 2022. Moreover, as more and more free Wi-Fi is now made available to the people in many Southeast Asian countries, especially in Malaysia and Indonesia, the demand for Malaysia-Indonesia airtime transfers has been declining. This led to a continual decline in Tranglo’s global airtime business in the year 2023.

Moreover, on February 22, 2022, there were multiple duplicated failed call transactions returned from the PT Satria system, which led to Tranglo paying refunds to the senders automatically. Tranglo later discovered that the spike of failed transactions was due to an invalid number for XL Airtime purchases and thus suspended the XL Airtime purchase immediately. After investigation, an erroneous refund of RM2 million was discovered, and Tranglo has initiated a recovery process to get back the money, and by December 2022, it had recovered RM0.5 million ($113,000) and recorded the provision of RM1.56 million ($354,000) in the year ended December 31, 2022. In the year ended December 31, 2023, no further recovery was successfully made from the sender and a total of RM1.56 million ($354,000) was written off.

For the six-month period ended June 30, 2024, the Malaysia – Indonesia airtime corridor represented 50.9% of the total global airtime revenue. Tranglo’s global airtime revenue declined by 23.1% to $5.0 million for the six-month period ended June 30, 2024 when compared to $6.5 million for the six-month period ended June 30, 2023.

Indonesian Airtime Revenue

Seamless operates an airtime services business in Indonesia, directly targeting the retail consumer sector. In Indonesia, Seamless has an active airtime user base of more than 3,000 merchants which relies on Seamless’ platform for selling airtime products. Seamless is also operating under the Indosat Cluster Partnership scheme for selling of airtime products in two cluster areas in Indonesia.

Seamless disposed of a controlling stake of WalletKu on March 9, 2021 to a third party, and regained the controlling stake of WalletKu in June, 2022. As such, Seamless has consolidated approximately seven month’s results of WalletKu into its consolidated revenue for the year ended December 31, 2022. As a result, the revenue of Indonesian airtime business increased from $10.1 million for the year ended December 31, 2022 to $14.2 million as of the year ended December 31, 2023, as only seven months’ results of WalletKu were consolidated in the year of 2022. For the six-month period ended June 30, 2024, Seamless’ Indonesian airtime revenue decreased to $6.2 million, as compared to $7.0 million for the six-month period ended June 30, 2023.

Other Income - Forex Gain Revenue & Other Items

TNG Asia recorded the Forex Gain on its remittance business under “Other income”. This Forex Gain is the currency conversion spread markup by TNG Asia offered to its users, based on the Forex spreads provided by Tranglo or GEA. For the year ended December 31, 2022, Seamless recorded other income of $3.4 million, of which $0.1 million was Forex loss recorded by TNG Asia, due to TNG Asia’s aggressive marketing strategy in offering negative Forex spreads in the form of – 0.04% forex take rate in order to attract more users.

For the year ended December 31, 2022 Seamless recorded a gain of $2.1 million due to the fair value gain after Seamless reacquired the controlling stake of WalletKu in June 2022.

For the year ended December 31, 2023, Seamless recorded a gain of $0.8 million as “Other income”, of which, TNG Asia contributed a Forex loss of $0.1 million as it continued its aggressive marketing campaign in the form of -0.03% negative spreads take rate in order to secure and maintain its market position and remittance volume.

For the six-month period ended June 30, 2024, Seamless recorded a gain of $538,000 as “Other income”, of which, Tranglo contributed a Forex gain of $455,000 million. For the six months’ period ended June 30, 2023, Seamless recorded a loss of $122,000 as “Other income”, of which, TNG Asia contributed a Forex loss of $92,000 as it continued its aggressive marketing campaign in the form of -0.04% negative spreads take rate in order to secure and maintain its market position and remittance volume.

Cost of Revenue

Global Money Transfer Business

Seamless’ cost of revenue for its money transfer business is the direct costs paid to the remittance processing agents, which are primarily the payout agents and banks. These payout agents help execute money transfer transactions and pay money in the recipient countries. For TNG Asia, most of the handling fees were paid to its remittance agents, i.e., GEA. For GEA, the majority of its handling fees were paid to Tranglo. For the year ended December 31, 2022, the direct costs for its remittance were $11.3 million. For the year ended December 31, 2023, Seamless’ direct costs for its remittance business declined to $9.8 million as compared to the year of 2022, despite an increase in the total processing value. This was largely due to a lower payout cost rate paid to the payout agents.

Handling fees paid to the payout agents are fixed charges per transaction, and the fees charged will depend on the location of the receivers and the pay-out channels. For the year ended December 31, 2022 the direct cost rate of Tranglo was 0.23%, and Tranglo paid $8.3 million for handling fees despite an increase in total processing value to $3.55 billion. For the year ended December 31, 2023, Tranglo’s average direct remittance cost declined to $7.2 million, despite an increase of total processing value to $4.54 billion. This represented an average payout cost rate of 0.16%, representing a decrease of 30% as compared to the year of 2022. For the six-month period ended June 30, 2024, the direct payout rate decreased to 0.11%, which represented a decrease of 31.3% as compared to 0.16% for the six-month period ended June 30, 2023. As a result, despite TPV increasing by 22.7% during the periods, Seamless’ handling fees paid to the payout agents decreased to $3.5 million for the six-month period ended June 30, 2024 as compared to $3.7 million for the six-month period ended June 30, 2023. Tranglo’s ability to control its direct costs is a key factor in its ability to offer more attractive pricing to maintain its competitiveness in the market.

For direct remittance cost, TNG Asia paid Tranglo, GEA, and third parties like Faspay, top-up agencies, and banks for processing remittance flows. TNG Asia also recorded the amortization costs as its direct remittance costs. For the year ended December 31, 2022 TNG Asia recorded only $6.7 million as its direct remittance costs, of which $1.98 million was amortization costs, while $2.0 million was paid to GEA. For the year end December 31, 2023, TNG Asia recorded $6.5 million as its direct remittance costs, of which $1.6 million was amortization costs, and $2.6 million was paid to GEA as its payout agency costs, representing an increase of 30% as compared to 2022. This increase in TNG Asia’s direct payout agencies costs was in line with the increase of 5% in the total processing value, and also that GEA had diverted its remittance flows to Fiat channel of Tranglo since March 2023. For the year 2022 and 2023, no order was placed by TNG Asia or GEA to Faspay or other payout agents. For the six-month period ended June 30, 2024, TNG Asia recorded $2.9 million as its direct remittance costs, of which $0.7 million was amortization costs, and $1.0 million was paid to GEA as its payout agency costs. This compared to TNG Asia’s direct remittance cost of $3.2 million for the six-month period ended June 30, 2023, of which $0.8 million was amortization costs, and $1.1 million was paid to GEA as its payout agency costs. For the first six months of 2024, no order was placed by TNG Asia or GEA to Faspay or other payout agents.

For the year ended December 31, 2022, GEA paid $1.7 million to Tranglo as its direct costs. For the year ended December 2023, GEA paid $2.4 million to Tranglo as its payout agency cost. No payment was made to Faspay or other third parties in the years of 2022 and 2023. The increase in GEA’s direct costs was the result of an increase in remittance volume handled by GEA in the year of 2023, and also that GEA stopped using the ODL services of Tranglo since March 2023 and diverted its remittance flows to Fiat channel since then, which carries higher transaction fees. For the six-month period ended June 30, 2024, GEA paid $0.7 million as direct costs to Tranglo which served as the only payout agent for GEA during the period. This compared to $1.1 million direct costs for the six-month period ended June 30, 2023, also all paid to Tranglo as its only payout agent. No other payments to other parties were made in either of the periods.

Because Tranglo, TNG Asia and GEA are all subsidiaries of Seamless conducting remittance business, in the consolidated financial statements of Seamless the direct costs paid to GEA and Tranglo have been eliminated. For the years ended December 31, 2022 and 2023, intercompany cost of goods sold of $3.7 million and $5.0 million, respectively, were eliminated. After adjustments on the intercompany cost of goods sold, the direct costs for Seamless for its remittance business were $13.3 million and $11.3 million for the years ended December 31, 2022 and 2023, respectively. For the six-month period ended June 30, 2024, the intercompany elimination was $1.7 million, which was a decline as compared to $2.2 million for the six-month period ended June 30, 2023. As a result, after adjustments on the intercompany cost of goods sold, the direct costs for Seamless for its remittance business was decreased to $5.5 million for the six-month period ended June 30, 2024 from $5.8 million for the six-month period ended June 30, 2023.

Amortization of Software

Amortization of software is primarily related to Seamless’ computer software and systems. From a financial reporting perspective, because Tranglo, TNG Asia and GEA conduct their remittance business using their apps and IT platforms for customers to log in and process the remittance orders, the amortization of intangible assets is considered a direct cost of the revenue generated.

For the year ended December 31, 2022, Seamless’ direct costs for amortization of intangible assets were $1.99 million, which was soley contributed by TNG Asia. The direct cost for amortization of the intangible assets of Tranglo and WalletKu was not material to the total. For the year ended December 31, 2023, Seamless’ direct cost for amortization of intangible assets was $1.59 million which was also contributed solely by TNG Asia. Again, the direct cost for amortization of the intangible assets of Tranglo and WalletKu was not material to the total for the year 2023. For the six-month period ended June 30, 2024, Seamless’ direct cost for amortization of intangible assets was $0.7 million, which compared to $0.8 million for the six-month period ended June 30, 2023. All the amortization costs were contributed solely by TNG Asia in both periods, and the direct costs for amortization of the intangible assets of GEA, Tranglo and WalletKu were not material in both periods.

The following table is the breakdown analysis of Seamless’ cost of revenue for remittance business. Because TNG Asia submitted almost all of its remittance transactions to GEA, which in turn placed orders to Tranglo for processing, part of TNG Asia’s and GEA’s remittance direct costs are also accounted for as remittance cost of Tranglo. The overlapping remittance costs for TNG Asia, GEA and Tranglo, which were $3.7 million and $5.0 million for the years 2022 and 2023, respectively, are eliminated in the compilation of the consolidated accounts for Seamless. The overlapping remittance costs were $1.7 million and $2.2 million for the six-month periods ended June 30, 2024 and June 30, 2023, respectively.

Cost of Revenue – Remittance, analysis by Companies

	For the six-month period ended June 30,						For the year ended December 31,
	2024			2023			2023			2022
	(in thousands)
Tranglo		3,485			3,668			7,168			8,344
TNG Asia and GEA		3,050			3,559			7,611			6,660
Elimination		(1,734	)		(2,237	)		(4,991	)		(3,721	)
Total Remittance COGS		4,801			4,990			9,788			11,283
Intangible assets amortization		731			818			1,588			1,985
Total Cost of Revenue		5,532			5,808			11,376			13,268

Global Airtime Transfer Business

Seamless’ cost of airtime transfer business consists of costs it acquires from telecom suppliers. Seamless’ direct costs for its international airtime transfer business were $17.0 million for the year ended December 31, 2022. As for the year ended December 31, 2023, the direct costs for Seamless’ international airtime business decreased to $10.7 million, which is 37% below the direct costs for the year ended December 31, 2022. This decrease is in line with the decrease in international airtime revenue for the same period. Also, in February 2022, there was a short-term mishap which had a one-off adverse impact on Tranglo’s airtime business, resulting in an erroneous refund of RM2 million to the customers. As such, the direct costs for global airtime business in the year of 2022 was exceptionally high due to the extra costs recorded.

For the six-month period ended June 30, 2024, the direct cost for Seamless’ international airtime business was $4.3 million, which was lower than the direct costs of $5.7 million for the six-month period ended June 30, 2023. The decline in direct costs is also in line with the 23.1% decrease in global airtime business and revenue during the periods.

Indonesian Airtime Business

The cost of Seamless’ Indonesian airtime business is mainly the costs for Seamless to build up its airtime inventory in WalletKu and Indosat for selling out directly to merchants or outlets.

As Seamless reacquired the controlling stake of WalletKu in early June 2022, it recorded in its full year 2022 consolidated financial statements the direct cost of WalletKu for the seven months from June 2022 through December 2022. Therefore, the direct cost for Indonesian airtime for the year ended December 31, 2022 was only $9.4 million. For the year ended December 31, 2023, Seamless’ direct cost for its Indonesian airtime business was $13.5 million as Seamless recorded full year results of WalletKu in the year of 2023. For the six-month period ended June 30, 2024, Seamless’ direct cost for its Indonesian airtime business was $5.9 million, which compared to $6.4 million for the six-month period ended June 30, 2023, as WalletKu was in both periods.

The following table sets forth the breakdown of Seamless’ total cost of revenue, for the periods indicated.

	For the six-month period ended June 30,						For the year ended December 31,
	2024			2023			2023			2022
	(in thousands)
Total Cost of Revenue
Remittance Services		(4,801	)		(4,990	)		(9,788	)		(11,283	)
Global Airtime Transfer		(4,312	)		(5,692	)		(10,744	)		(16,958	)
Indonesian Airtime		(5,888	)		(6,447	)		(13,462	)		(9,413	)
Other services		(174	)		(148	)		(317	)		(242	)
Intangible assets Amortization		(731	)		(818	)		(1,588	)		(1,985	)
Total Cost of revenue		(15,906	)		(18,095	)		(35,899	)		(39,881	)

Operating Expenses

General and Administrative Expenses

Seamless’ general and administrative expenses consist primarily of (i) salaries, employee benefits and other headcount-related expenses associated with the administration of its business, (ii) IT expenses, (iii) legal and professional service fees, (iv) office rental and facilities maintenance expenses, (v) depreciation expenses associated with the office space used in its general and administrative activities and (vi) traveling and communication expenses associated with office and administrative functions. Seamless expects that its general and administrative expenses will continue to increase in the near term as it recruits additional personnel and incurs additional costs in connection with the expansion of its business, new office premises and transitioning to a public company, including costs to enhance its internal controls.

	For the six-month period ended June 30,						For the year ended December 31,
	2024			2023			2023			2022
	$			$			$			$
	(in thousands)
Cost by Companies
Tranglo		(6,146	)		(6,488	)		(12,277	)		(11,685	)
WalletKu		(583	)		(785	)		(1,538	)		(1,242	)
TNGA		(1,651	)		(1,643	)		(3,260	)		(3,521	)
GEA		(605	)		(679	)		(1,384	)		(3,095	)
Others (cost center)		(1,980	)		(2,779	)		(5,517	)		(5,996	)
Group Total		(10,965	)		(12,374	)		(23,976	)		(25,539	)

The general expenses of Seamless was $25.5 million for the year ended December 31, 2022, which decreased to $24.0 million for the year ended December 31, 2023. Of the expense items, Tranglo’s general expenses increased by 5.1% from $11.7 million for the year end December 31, 2022 to $12.3 million as for the year ended December 31, 2023. This increase was mainly due to an increase in manpower to prepare for business growth in the future. The headquarters expenses remained at high level of $5.5 million for the year 2023, which was at relatively the same level of $6.0 million for the year 2022 due to substantial increase in the headquarters general expenses in relation to the merger exercise with INFINT SPAC. For the six-month period ended June 30, 2024, Seamless’ general and administrative expenses were $11.0 million, representing a decrease of 11.3% as compared to $12.4 million as for the six-month period ended June 30, 2023. The decrease was mainly due to a better cost control for Tranglo’s operation as Tranglo had completed its manpower expansion plan. However, the headquarters’ costs remained high due to the ongoing expenses in relation to the merger exercise with INFINT SPAC.

For TNG Asia, its general expenses decreased slightly from $3.5 million for the year ended December 31, 2022 to $3.3 million for the year ended December 31, 2023 due to cost control measures. For the six-month period ended June 30, 2024, TNG Asia’s general expenses remained relatively unchanged as $1.65 million, as compared to $1.64 million for the six-month period ended June 30, 2023.

As Seamless reacquired control and thus consolidated the results of WalletKu in June 2022, the consolidated WalletKu general and administrative costs in the year of 2022 was $1.24 million. WalletKu’s general expenses increased to $1.54 million for the year ended December 31, 2023. The increase was mainly due to that Seamless recorded full year’s results of WalletKu in the year 2023. WalletKu’s general expenses declined to $0.6 million for the six-month period ended June 30, 2024, as compared to $0.8 million for the six-month period ended June 30, 2023.

The customary general and administrative expenses of GEA totaled $1.4 million for the year ended December 31, 2022. Together with a one-off prepayment write-off of $1.7 million, GEA’s total general and administrative expenses increased to $3.1 million for the year ended December 31, 2022. For the year ended December 31, 2023, GEA’s customary general expenses remained unchanged at $1.4 million, due to stringent cost control on GEA’s operations. For the six-month period ended June 30, 2024, GEA’s general expenses decreased to $0.6 million, as compared to $0.7 million for the six-month period ended June 30, 2023. This was also the result of continual cost control on GEA’s operations.

Seamless incurred substantial legal and auditing fees in 2022 in connection with the proposed merger with INFINT SPAC, including an expense of $3 million in November 2022 in connection with the extension of the deadline for INFINT to consummate its initial business combination. As a result, the headquarters administrative costs increased substantially to $6.0 million for the year ended December 31, 2022. For the same reason, the headquarters administrative costs remained at high level of $5.5 million for the year ended December 31, 2023, due to costs in connection with the merger exercise with INFINT SPAC and its extension. For the same reason, the headquarters administrative costs remained high at $2.0 million and $2.8 million for the six-month periods ended June 30 of 2024 and 2023 respectively, due to costs in connection with the merger exercise with INFINT SPAC and its extension.

Expenses by Major Expense Type	For the six-month period ended June 30,				For the year ended December 31,
	2024		2023		2023		2022
	$		$		$		$
	(in thousands)
Trademark Amortization		770		770		1,541		1,541
PPE Depreciation		348		408		688		701
Computer Expenses		242		232		478		494
Staff Cost		5,957		6,079		11,436		10,146
HK office Rental Expense		517		591		1,241		1,187
Legal and Professional		1,359		2,295		4,706		5,665

In order to pave the way for new business growth, Seamless managed to recruit more employees in 2023. This resulted in an increase in staff cost for Tranglo in the year 2023, increasing to $7.5 million for the year ended December 31, 2023, as compared to $6.7 million for the year ended December 31, 2022. As Tranglo had completed its expansion plan on manpower, Tranglo’s staff cost remained at the same level of $4.1 million for the six-month periods ended June 30, 2024 and 2023.

The staff cost for TNG Asia was $2.1 million for the year ended December 31, 2022. For the year ended December 31, 2023, the staff cost of TNG Asia further increased to $2.4 million, representing a growth of 14% as compared to the year of 2022. For the six-month period ended June 30, 2024, TNG Asia’s staff costs increased slightly to $1.25 million, as compared to $1.17 million for the six-month period ended June 30, 2023. For GEA, the staff cost remained unchanged at $0.8 million for the years ended December 31, 2022 and 2023. For the six-month period ended June 30, 2024, GEA’s staff costs decreased to $0.32 million, as compared to $0.44 million for the six-month period ended June 30, 2023, due to continual cost control for GEA’s operation.

As Seamless had reacquired WalletKu in June 2022 and recorded approximately seven month’s staff cost of WalletKu, the total staff cost of Seamless was $10.1 million for the year ended December 31, 2022. For the year ended December 31, 2023, the total staff cost of Seamless was $11.4 million, representing a significant increase by 13% as compared to the year of 2022. For the six-month period ended June 30, 2024, the total staff cost of Seamless remained unchanged as $6.0 million, as compared to $6.1 million for the six-month period ended June 30, 2023.

	For the six-month period ended June 30,				For the year ended December 31,
	2024		2023		2023		2022
	$		$		$		$
Staff Cost Breakdown	(in thousands)
Tranglo		4,100		4,057		7,524		6,707
WalletKu		276		398		699		472
TNGA		1,247		1,168		2,372		2,143
GEA		320		443		816		800
Hong Kong Office		14		13		24		24
		5,957		6,079		11,435		10,146

The property, plant and equipment (“PPE”) depreciation costs, computer expenses, and rental expenses remained unchanged at $0.7 million for the years ended December 31 of 2022 and 2023. For the six-month period ended June 30, 2024, the PPE depreciation costs were $0.3 million, which is slightly lower than $0.4 million for the six-month period ended June 30, 2023.

For the year ended December 31, 2022, the legal and professional fees was $5.7 million, principally due to the proposed acquisition of Seamless by INFINT Acquisition Corporation beginning in mid-2022. In particular, Seamless incurred an expense of $3 million in November 2022 in connection with the extension of the deadline for INFINT to consummate its initial business combination. For the year ended December 31, 2023, Seamless’ legal and professional fees decreased slightly to $4.7 million. Again, the high legal and professional costs were due to costs in connection with the proposed merging with INFINT SPAC, which included also the fees paid for the extension of INFINT SPAC. For the six-month period ended June 30, 2024, Seamless’ legal and professional fees decreased to $1.4 million, as compared to $2.3 million for the six-month period ended June 30, 2023. The high costs were also mainly contributed by substantial expenses in relation to the merging with INFINT SPAC.

As part of the corporate restructuring after Ripple Labs Singapore Pte. Ltd acquired 40% of Tranglo, Tranglo entered into an advisory contract with the prior minority shareholder so as to retain his services and as consideration for non-competition covenants. For the year ended December 31, 2022, Tranglo incurred professional expenses of $1.3 million, of which $0.5 million was due to the expenses in relation to the advisory contract with the prior minority shareholder. This advisory contract expired by the end of March 2023 and the board decided not to renew this advisory contract. Also, for the year 2022, Tranglo incurred a professional expense of $0.4 million to pay for the secondment of the Ripple Executive Officer by Ripple Labs Singapore Pte. Ltd. The Ripple Executive Officer is responsible for ensuring a smooth integration of Tranglo with RippleNet, and for enabling Tranglo to make use of Ripple’s network and resources to expand and develop its markets. The secondment agreement was terminated effective January 1, 2024. For the year ended December 31, 2023, Tranglo incurred $0.7 million in legal and professional costs. For the six-month period ended June 30, 2024, the total legal and professional fees for Tranglo decreased to $80,000, as compared to $0.3 million for the six-month period ended June 30, 2023, mainly due to the aforementioned advisory contract.

	For the six-month period ended June 30,				For the year ended December 31,
	2024		2023		2023		2022
	$		$		$		$
Legal and Professional	(in thousands)
Seamless Group Inc.		1,179		1,940		3,699		3,938
Tranglo		82		296		720		1,292
TNGA		98		59		230		383
Walletku		-		-		57		52
		1,359		2,295		4,706		5,665

Sales and Marketing Expenses

Seamless’ sales and marketing expenses had been quite minimal in the past, and were incurred mostly by TNG Asia, principally for promotion campaigns and rebates or subsidizations for its TNG eWallet’s users. Sales and marketing expenses decreased from $95,000 for the year end December 31, 2022 to $26,000 for the year end December 31, 2023. Seamless relies on positive user experiences and its reputation in the market to attract new clients. Both Tranglo and TNG Asia have dedicated, down to earth, marketing teams to reach out to their existing and potential clients and partners. Seamless believes that it can expand its business by offering highly price competitive services, and providing efficient and reliable platforms for users. Seamless does not anticipate a substantial increase in marketing costs in the future. Sales and marketing expenses decreased from $19,000 for the six-month period ended June 30, 2023 to $10,000 for the six-month period ended June 30, 2024.

Income tax expenses

Income tax expense was primarily generated by Tranglo. The effective tax rate of Tranglo for the year of 2023 and 2022 was consistent with the statutory tax rate. The effective tax rate of Tranglo for six-month period ended June 30, 2024 and 2023 was consistent with the statutory tax rate.

Tranglo Selected Income Statement Items

Revenue

Tranglo derives its net revenue primarily from: (i) airtime revenue, which consists of fees charged to telecommunication companies and distributors for the airtime values transferred and reloaded by their subscribers, (ii) handling fee revenue for remittance, which consists of fees charged to customers on cross-border remittance transactions, (iii) Forex spread and (iv) other revenue, including fees earned for the marketing and selling of other digital services distributed through Tranglo’s platform and expired airtime PINs that have not been activated or used by distributors.

Cost of Revenue

Tranglo’s cost of revenue primarily consists of (i) airtime costs associated with its airtime transfer business, (ii) handling fees which consist of handling fees paid to payout or cash pick up agents, and (iii) amortization of software. There is no cost of revenue for money transfer payments made by Tranglo as those payments are recognized on a net basis.

Operating Expenses

Tranglo’s operating expenses primarily consist of general and administrative expenses which consist primarily of (i) salaries, employee benefits and other headcount-related expenses associated with the administration of the Tranglo business, (ii) legal and professional fees, (iii) rental expenses, (iv) traveling and transportation expenses and (v) depreciation expenses.

WalletKu Selected Income Statement Items

Revenue

WalletKu derives its net revenue primarily from:

	●	WalletKu Digital, which contributes revenue from digital services including bill payments, digital airtime top-up and sales of tickets.

	●	Indosat Cluster Partnership, which contributes revenue from sales of Indosat’s airtime products and mobile SIM cards in two designated areas.

Cost of Revenue

WalletKu’s cost of revenue primarily consists of the cost of sales of inventories of its top-up services and the hardware it receives from distributors.

Operating Expenses

WalletKu’s operating expenses primarily consist of (i) salaries, employee benefits and other headcount-related expenses associated with the administration of the WalletKu business, (ii) general and administrative expenses and office rental and facilities maintenance expenses, including transportation expenses and utilities, (iii) office expenses and (iv) advertising and marketing expenses.

Non-GAAP Financial Measures

To supplement Seamless’ consolidated financial statements, which are prepared and presented in accordance with GAAP, it uses EBITDA, a non-GAAP financial measure as described below, to understand and evaluate its core operating performance. These non-GAAP financial measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of its financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

EBITDA is defined as net loss before interest, taxes, depreciation and amortization. Seamless believes that EBITDA provides useful information to investors and others in understanding and evaluating its operating results. These non-GAAP financial measures eliminate the impact of items that Seamless does not consider indicative of the performance of its business. While Seamless believes that these non-GAAP financial measures are useful in evaluating its business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared in accordance with GAAP.

The table below presents a reconciliation of EBITDA to net loss, the most directly comparable GAAP financial measure, for the periods indicated.

	For the six-month period ended June 30,						For the year ended December 31,
	2024			2023			2023			2022
	$			$			$			$
	(dollars in thousands)
Net loss		(6,239	)		(6,632	)		(14,418	)		(15,726	)
Add:
Income tax expenses		140			229			523			114
Interest expenses, net		3,827			3,155			8,003			8,200
EBIT		(2,272	)		(3,248	)		(5,892	)		(7,412	)
Depreciation and amortization		1,849			1,996			3,817			4,227
EBITDA		(423	)		(1,252	)		(2,075	)		(3,185	)

The use of EBITDA has material limitations as an analytical tool, as EBITDA does not include all items that impact Seamless’ net loss for the period.

Taxation

Cayman Islands

Seamless is an exempted company registered by way of continuation in the Cayman Islands. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty.

There are no other taxes likely to be material to Seamless levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of, the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.

Malaysia

Seamless’ subsidiaries incorporated in Malaysia are subject to Malaysian profits tax at a rate of 24.0% on the estimated assessable profit for the years ended December 31, 2022 and 2023. Payment of dividends to the shareholders of Seamless’ subsidiaries in Malaysia are not subject to withholding tax in Malaysia. No Malaysian profit tax has been levied as Seamless did not have assessable profit that was earned in or derived from the Malaysian subsidiary during the periods presented.

Indonesia

Seamless’ subsidiaries incorporated in Indonesia are subject to Indonesian profits tax at a rate of 22.0% on the taxable profit for the years ended December 31, 2022 and 2023. Dividends paid by its subsidiaries in Indonesia will be subject to a withholding tax rate ranging from 0% (subject to certain requirements) to 20%. Dividends paid or payable to foreign taxpayers are subjected to a tax rate of 20% of cash payment (if in the form of cash dividends) or 20% of par value (if in the form of share dividends). Taxpayers who are residents of a country that have a written agreement for double tax avoidance with Indonesia will be charged at a lower rate if they give their original residence certificates issued by the department of taxation of the origin country. No Indonesian profit tax has been levied as Seamless did not have assessable profit that was earned in or derived from the Indonesian subsidiary during the periods presented.

Internal Control Over Financial Reporting

Seamless has been a private company with limited accounting personnel and other resources with which to address its internal control and procedures over financial reporting. As a company with less than $1.07 billion in revenue for its last fiscal year, Seamless qualifies as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.

Critical Accounting Policies and Estimates

Seamless prepares its consolidated financial statements in accordance with U.S. GAAP. In doing so, it has to make estimates and assumptions that affect its reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. To the extent that there are material differences between these estimates and actual results, Seamless’ financial condition or operating results and margins would be affected. Seamless bases its estimates on past experience and other assumptions that it believes are reasonable under the circumstances, and it evaluates these estimates on an ongoing basis. The following is a discussion of the accounting policies we apply that are considered to involve a higher degree of judgment in their application.

Revenue Recognition

The Company complies with ASC 606, Revenue from Contracts with Customers.

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

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 in the Company’s consolidated financial statements) 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.

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.

Goodwill Impairment

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 testing 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 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. These assumptions include the anticipated percentage growth or contraction of revenues, expenses and capital purchases, and factors such the risk free interest rate, equity risk premium, effective tax rate and pretax required rate on debt to estimate the discount rate on the expected cash flows.

In accordance with ASC 350, the Company has performed a qualitative analysis to determine if any events or conditions have been identified that indicate there might be an impairment. In testing for goodwill impairment in accordance with ASC 350, the Company first does a qualitative analysis to determine if any events or conditions have been identified which indicate that impairment may exist. For 2023 and 2022, goodwill is associated with our Tranglo and WalletKu subsidiaries. Tranglo was profitable in 2023 and 2022, and is expected to continue to be so going forward; therefore, the second step in goodwill impairment, a quantitative test, was not considered necessary. Goodwill associated with WalletKu arose upon the acquisition of a controlling interest in that subsidiary’s parent in June 2022. Given the recent nature of the acquisition and the fact that no events or conditions have been identified since then to suggest that impairment may exist, the quantitative test was considered unnecessary for this portion of our goodwill.

Results of Operations

The following table sets forth a summary of Seamless’ consolidated results of operations for the periods indicated, both in absolute amounts and as percentages of total net revenue. This information should be read together with its consolidated financial statements and related notes included elsewhere in this proxy statement and prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

	For the six-month period ended June 30,						For the year ended December 31,
	2024			2023			2023			2022
	$			$			$			$
	(dollars in thousands)
Revenue		24,111			27,165			53,255			55,501
Cost of revenue		(15,906	)		(18,095	)		(35,899	)		(39,881	)
Gross profit		8,205			9,070			17,356			15,620

Operating expenses
General and administrative and selling expenses		(10,975	)		(12,393	)		(24,002	)		(25,634	)
Total operating expenses		(10,975	)		(12,393	)		(24,002	)		(25,634	)
Finance income (costs)		(3,827	)		(3,155	)		(8,003	)		(8,200	)
Other loss, net		538			122			840			3,405
Other expenses		(40	)		(47	)		(86	)		(803	)

Loss before income tax expense		(6,099	)		(6,403	)		(13,895	)		(15,612	)
Income tax expenses		(140	)		(229	)		(523	)		(114	)
Net loss		(6,239	)		(6,632	)		(14,418	)		(15,726	)

Non-GAAP Financial Figures:
EBITDA		(423	)		(1,252	)		(2,075	)		(3,185	)

(1)	To see how Seamless defines and calculates EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022, Six-month period ended June 31, 2024 Compared to Six-month period ended June 30, 2023

Revenue Analysis

For the year ended December 31, 2023, Seamless’ revenue decreased to $53.3 million from $55.5 million for the year ended December 31, 2022. The decrease was mainly due to a significant drop in the global airtime revenue. The global airtime business decreased by 34% to $12.2 million for the year ended December 31, 2023, when compared to the year of 2022. The remittance revenue remained unchanged at $26.7 million in the years of 2022 and 2023. The decline in revenue was mitigated by an increase in the local retail airtime business, which increased from $10.1 million for the year ended December 31, 2022 to $14.2 million for the year ended December 31, 2023. This was due to the reacquisition of WalletKu control in June 2022, and the inclusion of its revenue into Seamless’ consolidated revenue after that date. For the six-month period ended June 30, 2024, Seamless’ revenue decreased by 11.4% to $24.1 million as compared to $27.2 million for the six-month period ended June 30, 2023. The decrease was mainly due to a drastic decline of 23% in global airtime revenue. The remittance revenue decreased as well due to a decline in TNG Asia’s remittance business.

Tranglo’s remittance hub processed $3.55 billion in remittance orders in 2022, and generated revenue of $20.0 million for the year ended December 31, 2022. For the year ended December 31, 2022, Tranglo processed a total of 11.2 million transactions and a total of $3.55 billion processing value. For the year ended December 31, 2023, Tranglo processed 11.0 million remittance transactions with a total value of $4.54 billion. However, as the overall take rate decreased significantly during the period, Tranglo generated the remittance revenues of $19.4 million for the year ended December 31, 2023, which represented a 3% decline as compared to $20.0 million for the year ended December 31, 2022. For the six-month period ended June 30, 2024, Tranglo processed 5.8 million remittance transactions with a total value of $2.7 billion, which compares to 5.4 million transactions and a total value of $2.2 billion for the six-month period ended June 30, 2023. However, as the overall take rate decreased by 21.7% during the period, Tranglo generated remittance revenues of $9.8 million for the six-month period ended June 30, 2024, which was at relatively the same level as the six-month period ended June 30, 2023.

Tranglo’s global money transfer network has been expanding. For the six-month period ended June 30, 2024, it has increased the number of global money transfer corridors it serves to more than 70 corridors. For the year ended December 31, 2023, Tranglo processed 11.0 million remittance transactions, which was roughly at the same level as compared to 11.2 million transactions for the year ended December 31, 2022. The number of unique users increased to 1,032,360 for the year ended December 31, 2023, representing a growth of 8.8% as compared to 949,023 for the year ended December 31, 2022. The number of average monthly unique sending accounts also increased from 267,201 in 2022 to 330,571 in 2023. The number of unique users increased to 820,000 as of June 30, 2024 from 705,000 as of June 30, 2023, and the number of global money transfer transactions increased from 5.4 million for the six-month period ended June 30, 2023 to 5.8 million for the six-month period ended June 30, 2024. The number of average monthly unique sending accounts increased from 325,000 for the six-month period ended June 30, 2023 to 367,000 for the six-month period ended June 30, 2024.

Tranglo’ Forex Gain revenue was $4.2 million for the year ended December 31, 2022. For the year ended December 31, 2023, the Forex Gain of Tranglo increased to $4.8 million due to an increase in the total processing value to $3.54 billion. This is due to a slight decline in Forex spreads offered by Tranglo so as to aggressively compete in the market and capture more market share. Also, for the ODL services, Tranglo offers lower transaction fees and lower Forex spreads, which further adversely affect the Forex take rate of Tranglo for the year 2022. For the six-month period ended June 30, 2024, Tranglo continued its aggressive marketing campaign in the form of lower Forex spreads, and thus the Forex spreads Gain revenue was $2.5 million, which is slightly higher than $2.3 million for the six-month period ended June 30, 2023, despite a 22.7% increase in TPV during the periods.

Similarly, the transaction fee revenue of Tranglo decreased from $15.7 million for the year ended December 31, 2022 to $14.6 million for the year ended December 31, 2023 despite an increase in total processing value. This is due to Tranglo proposing lower transaction fees for the market to capture more market share, and also that Tranglo needs to offer a discount on transaction fees for users using the ODL facilities. As a result, Tranglo’s remittance revenue declined slightly despite that the TPV increased by 28% during the period. However, the decline in remittance revenue contributed by Tranglo was partly mitigated by an increase in remittance revenue contributed by TNG Asia in the year of 2023. For the six-month period ended June 30, 2024, Tranglo’s transaction fee revenue was $7.3 million, which was also at relatively the same level as that of $7.5 million for the six-month period ended June 30, 2023, despite an increase of 22.7% in TPV during the periods.

Due to COVID and the Malaysian border being closed, Seamless’ global airtime business dropped by 34%, from $18.4 million for the year ended December 31, 2022 to $12.2 million for the year ended December 31, 2023. For the six-month period ended June 30, 2024, Seamless’ global airtime revenue continued to decline by 23.1% to $5.0 million as compared to $6.5 million for the six-month period ended June 30, 2023. As more and more free Wi-Fi is now made available to the people in many Southeast Asian countries, especially in Malaysia and Indonesia, there was a change in consumers’ behavior. In particular, the demand for Malaysia-Indonesia airtime transfers has been declining which led to a continual decline in Tranglo’s global airtime business in the years 2023 and 2024. Seamless does not expect a turn around on its global airtime business in the near future.

For the six-month period ended June 30, 2024, the airtime unique user accounts decreased to 426,000, representing a decline of 24.4% as compared to 564,000 for the six-month period ended June 30, 2023. The monthly average unique sending accounts also decreased to 145,000 for the six-month period ended June 30, 2024, representing a decline of 21.1% as compared to 184,000 for the six-month period ended June 30, 2023.

Seamless’ Indonesian airtime revenue was $10.1 million for the year ended December 31, 2022 due to the reacquisition of control of WalletKu in June 2022 and thus the inclusion of its revenue into Seamless’ consolidated revenue after that date. Seamless’ Indonesian airtime revenue was $14.2 million for the year ended December 31, 2023. Seamless’ Indonesian airtime revenue was $6.2 million for the six-month period ended June 30, 2024, which was a decrease of 11.4% as compared to $7.0 million for the six-month period ended June 30, 2023.

For the year ended December 31, 2022, Seamless’ other income was $3.4 million, which included a fair value gain of $2.1 million on the pre-existing interest in WalletKu due to the acquisition of WalletKu’s control in June 2022. Tranglo also reported an other income gain of $1.2 million due to the revaluation gain of foreign currency bank balances and settlement of receivables and payables balances in the year of 2022. These increases were offset partially by the Forex spreads gain of TNG Asia turning into a loss of $0.12 million due to the aggressive marketing campaign in the form of negative Forex spreads offered by TNG Asia to capture more market share. For the year ended December 31, 2023, Seamless recorded a gain in “other income” of $840,000. Tranglo reported an other income gain of $0.96 million due to the revaluation gain of foreign currency bank balances which was offset by a Forex spread loss of $124,000 of TNG Asia as TNG Asia launched an aggressive marketing campaign in the form of negative Forex spread rate of -0.03% in order to capture market share. For the six-month period ended June 30, 2024, Seamless recorded a gain of $538,000 as “Other income”, of which Tranglo contributed a Forex gain of $455,000. For the six-month period ended June 30, 2023, Seamless recorded a gain of $122,000 as “Other income”, of which Tranglo contributed a Forex gain of $586,000 whereas TNG Asia contributed a Forex loss of $116,000 as TNG Asia launched a negative Forex spreads rate of -0.07%.

Cost of Revenue

Seamless cost of revenue was $39.9 million for the year ended December 31, 2022. The cost of revenue decreased to $35.9 million for the year ended December 31, 2023. The costs of revenue for airtime business and remittance business both decreased during the year which were in line with the decline in global airtime revenue and remittance revenue. Due to Seamless’ efforts at continually lowering the direct costs for remittance, the direct costs for remittance revenue was $9.8 million for the year ended December 31, 2023, which represented a decrease of 13.3% as compared to $11.3 million for the year ended December 31, 2022, despite an increase of remittance flows and TPV by 28% during the two periods. This was the result of stringent control on Seamless’ payout costs. On the other hand, the direct costs for global airtime revenue decreased substantially from $17.0 million to $10.7 million, which was in line with the 34% decline in global airtime revenue. As Seamless only recorded seven months’ results of WalletKu for the year of 2022 whereas it recorded all full year’s results of WalletKu for 2023, the direct costs for Indonesian airtime revenue increased substantially from $9.4 million to $13.5 million during the periods. For the six-month period ended June 30, 2024, Seamless cost of revenue was $15.9 million which was a decrease of 12.2% as compared to that of $18.1 million for the six-month period ended June 30, 2023. Due to Seamless’ efforts at continually lowering the direct costs for remittance, the direct costs for remittance revenue was $4.8 million for the six-month period ended June 30, 2024, which represented a mild decrease of 4% as compared to $5.0 million for the six-month period ended June 30, 2023, despite a substantial increase of TPV by 22.7% during the two periods. Also, the direct costs for global airtime revenue decreased substantially by 24.6% from $5.7 million to $4.3 million, which was in line with the 23.1% decline in global airtime revenue. The direct costs for Indonesian airtime revenue decreased by 7.8% from $6.4 million to $5.9 million during the periods.

Amortization of intangible assets, which is classified as a direct cost of Seamless was $2 million for the year ended December 31, 2022, primarily due to the amortization expense of TNG Asia. The amortization expense decreased to $1.6 million for the year ended December 31, 2023, which was also related only to TNG Asia. For the years of 2022 and 2023, there was no amortization expense reported for GEA. The amortization expense of Seamless was $0.7 million for the six-month period ended June 30, 2024, as compared to $0.8 million for the six-month period ended June 30, 2023. Again, the amortization expenses were related only to the amortization expense of TNG Asia.

Operating Expenses

Seamless’ operating expenses were $25.5 million for the year ended December 31, 2022, which decreased to $24.0 million for the year ended December 31, 2023. The high operating expenses were mainly due to increases in employment benefit expenses and legal and professional fees, and mildly offset by decreases in rental expenses and property, plant and equipment depreciation and computer expenses. Employment benefit expenses increased from $10.1 million for the year ended December 31, 2022 to $11.4 million for the year ended December 31, 2023, primarily driven by increased headcount of Tranglo which was in line with its business expansion strategy. Seamless’ operating expenses decreased slightly from $12.4 million for the six-month period ended June 30, 2023, to $11.0 million for the six-month period ended June 30, 2024. The staff costs remained relatively stable as Tranglo had completed its manpower expansion plan, whereas the legal and professional costs declined slightly during the periods.

The legal and professional fees were $5.7 million for the year ended December 31, 2022 due to the costs incurred in connection with the proposed merger with INFINT, including payment of a $3 million fee in connection with the extension of the deadline for INFINT to consummate its initial business combination. For the same reason, Seamless’ legal and professional costs remained at a high level of $4.7 million for the year ended December 31, 2023. Seamless’ legal and professional costs decreased to $1.4 million for the six-month period ended June 30, 2024, from $2.3 million for the six-month period ended June 30, 2023. This was mainly due to lower extension fees paid for the extension of INFINT SPAC.

Rental expenses remained relatively the same level of $1.2 million for the years ended December 31, 2022 and 2023. PPE depreciation and computer expenses also remained at relatively the same level of $1.2 million for the years ended December 31, 2022 and 2023. Rental expenses were $0.5 million for the six-month period ended June 30, 2024 which compared to $0.6 million for the six-month period ended June 30, 2023.

Other expenses

Other expenses were mainly generated from the realized exchange loss of $700,000 in 2022, whereas other expenses were immaterial for disclosure for the year ended December 31, 2023. Other expenses were also immaterial for the three-month periods ended June 30, 2024 and 2023.

Finance costs, net

Finance costs in 2022 were mainly represented by convertible bond interest of $3.4 million, amortization for the debt discount on convertible bond of $3.4 million and interest paid to Ripple of $0.2 million.

Finance costs in 2023 were mainly represented by convertible bond interest of $1.8 million, interest on loan converted from convertible bond of $1.8 million, amortization for the debt discount on convertible bond of $0.8 million and interest to Ripple of $2.6 million for ODL prefunding purposes.

Finance costs for the six-month period ended June 30, 2024 were mainly represented by convertible bond interest of $1 million and interest on loan converted from convertible bond of $0.9 million.

Finance costs for the six months’ period ended June 30, 2023 were mainly represented by convertible bond interest. of $0.9 million, amortization for the debt discount on convertible bond of $0.6 million and interest paid to Ripple of $0.4 million for ODL prefunding purposes.

Income tax expenses

Income tax expense was mainly generated by Tranglo. The effective tax rate of Tranglo for the year of 2023 and 2022 was consistent with the statutory tax rate. The effective tax rate of Tranglo for the six-month period ended June 30, 2024 and 2023 was consistent with the statutory tax rate.

EBITDA analysis

For the six-month period ended June 30, 2024	Tranglo		WalletKu			TNG Asia and GEA			Headquarters and adjustments			Group Total
	(dollars in thousands)
Net income (loss)		1,656		(254	)		(2,914	)		(4,727	)		(6,239	)

Add:
Income tax expenses		325		-			-			(185	)		140
Interest expense, net		-		-			1,686			2,141			3,827
EBIT		1,981		(254	)		(1,228	)		(2,771	)		(2,272	)
Depreciation and amortization		-		-			-			-			1,849
EBITDA		1,981		(254	)		(1,228	)		(2,771	)		(423	)

For the six-month period ended June 30, 2023	Tranglo		WalletKu			TNG Asia and GEA			Headquarters and adjustments			Group Total
	(dollars in thousands)
Net income (loss)		1,218		(187	)		(1,770	)		(5,893	)		(6,632	)

Add:
Income tax expenses		414		-			-			(185	)		229
Interest expense, net		-		-			550			2,605			3,155
EBIT		1,632		(187	)		(1,220	)		(3,473	)		(3,248	)
Depreciation and amortization													1,996
EBITDA		1,632		(187	)		(1,220	)		(3,473	)		(1,252	)

For the full year ended December 31, 2023	Tranglo		WalletKu			TNG Asia and GEA			Headquarters and adjustments			Group Total
	(dollars in thousands)
Net income (loss)		2,659		(837	)		(4,835	)		(11,405	)		(14,418	)

Add:
Income tax expenses		843		50			-			(370	)		523
Interest expense, net		-		-			3,057			4,946			8,003
EBIT		3,502		(787	)		(1,778	)		(6,829	)		(5,892	)
Depreciation and amortization		-		-			-			-			3,817
EBITDA		3,502		(787	)		(1,778	)		(6,829	)		(2,075	)

For the full year ended December 31, 2022	Tranglo		WalletKu			TNG Asia and GEA			Headquarters and adjustments			Group Total
	(dollars in thousands)
Net income (loss)		2,642		1,632			(5,576	)		(14,424	)		(15,726	)

Add:
Income tax expenses		508		(24	)		-			(370	)		114
Interest expense, net		-		-			741			7,459			8,200
EBIT		3,150		1,608			(4,835	)		(7,335	)		(7,412	)
Depreciation and amortization		-		-			-			-			4,227
EBITDA		3,150		1,608			(4,835	)		(7,335	)		(3,185	)

For the year ended December 31, 2022, Seamless had a combined EBIT loss of $7.4 million and EBITDA loss of $3.2 million. During the year, Tranglo recorded an EBIT profit of $3.15 million. During the same period, the combined EBIT loss of TNG Asia and GEA was $4.8 million, principally due to the COVID pandemic and the imposition by the Hong Kong government of restrictions on the inflow of overseas workers, which shrunk the customer pool of TNG Asia. WalletKu recorded an EBIT gain of $1.6 million, principally due to a fair value gain as Seamless regained control of WalletKu in June 2022. The contribution to Seamless’ EBIT loss from its headquarters and other adjustments was $7.3 million, mainly due to the material legal and professional fees incurred on de SPAC exercise.

For the year ended December 31, 2022, Seamless recorded a total cost of $4.2 million for depreciation and amortization. After adjusting for the depreciation and amortization costs, Seamless recorded an EBITDA loss of $3.2 million for the year ended December 31, 2022.

For the year ended December 31, 2023, Seamless had an EBIT loss of $5.9 million and EBITDA loss of $2.1 million. During the year, Tranglo recorded an EBIT of $3.5 million, representing an improvement as compared to the year ended December 31, 2022.

For the year ended December 31, 2023, the combined EBIT loss of TNG Asia and GEA decreased from $4.8 million to $1.8 million. TNG Asia adopted an aggressive marketing campaign by offering lower transaction fees and Forex spreads which successfully captured its market share. WalletKu’s EBIT was a loss of $0.8 million, which compared to a gain of $1.6 million in the year 2022 due to a fair value gain on acquisition of controlling stake in June 2022.

The contribution to Seamless’ EBIT loss from its headquarters and other adjustments decreased from $7.3 million for the year ended December 31, 2022 to $6.8 million for the year ended December 31, 2023. The loss was mainly due to expenses in relation to the legal and professional costs in preparation for the merger with INFINT.

For the year ended December 31, 2023, Seamless recorded a total cost of $3.8 million for depreciation and amortization. After adjusting for the depreciation and amortization costs, Seamless recorded an EBITDA loss of $2.1 million for the year ended December 31, 2023.

For the six-month period ended June 30, 2023, Seamless had an EBIT loss of $3.2 million and an EBITDA loss of $1.3 million. This compared to the EBIT loss of $2.3 million and the EBITDA loss of $0.4 million for the six-month period ended June 30, 2024. The EBIT and EBITDA losses in the first six months of 2023 and 2024 were mainly due to high Seamless headquarters’ costs, which were related to the substantial increase in legal and professional expenses in connection with the merger exercise with INFINT SPAC.

For the six-month period ended June 30, 2024, Tranglo recorded an EBIT profit of $2.0 million, which represented an increase of 25% compared to $1.6 million for the six-month period ended June 30, 2023. This was due to a substantial improvement in Tranglo’s gross profit margin in its remittance business as Tranglo succeeded in containing its direct remittance payout costs. Despite that there was a 23.1% decline in Tranglo’s global airtime revenue, Tranglo managed to generate healthy growth in its EBIT profit. For the six-month period ended June 30, 2024, the EBIT loss of TNG Asia and GEA combined remained unchanged as $1.2 million, as compared to the six-month period ended June 30, 2023. WalletKu recorded an EBIT loss of $0.25 million for the six-month period ended June 30, 2024 which compared to an EBIT loss of $0.19 million for the six-month period ended June 30, 2023.

For a discussion of the limitations associated with using EBITDA rather than GAAP measures and a reconciliation to net loss, see “—Non-GAAP Financial Measures.”

Liquidity and Capital Resources

Cash Flows and Working Capital

Seamless’ principal sources of liquidity have been cash generated from operating activities. As of December 31, 2022 and 2023, it had $74.0 million and $59.0 million, respectively, in Cash and cash equivalents, Restricted cash and Escrow money receivable. Cash and cash equivalents, Restricted cash and Escrow money receivable include cash on hand and cash placed with banks or other financial institutions. As of December 31, 2022 and 2023, Seamless had $6.8 million and $5.4 million, respectively, in restricted cash. Restricted cash includes the balance in its e-wallet mobile application held by it on behalf of the individual e-wallet users.

As of June 30, 2024, it had $56.9 million, in Cash and cash equivalents, Rstricted cash and Escrow money receivable. Cash and cash equivalents, Restricted cash and Escrow money receivable include cash on hand and cash placed with banks or other financial institutions. As of June 30, 2024, Seamless had $4.8 million, in restricted cash.

Seamless believes that its current cash and cash equivalents, proceeds from additional equity and debt financing and its anticipated cash flows from operations will be sufficient to meet its anticipated cash needs, including its cash needs for working capital and capital expenditures, for at least the next 12 months.

The following table sets forth a summary of Seamless’ cash flows for the periods indicated:

	For the six-month period ended June 30,						For the year ended December 31,
	2024			2023			2023			2022
	$			$			$			$
	(dollars in thousands)
Net cash (used in)/provided by operating activities		(2,054	)		(5,177	)		(15,287	)		8,682
Net cash (used in)/provided by investing activities		(199	)		(97	)		1,445			(732	)
Net cash provided by/(used) in financing activities		238			(347	)		(1,198	)		(5,767	)
Net (decrease)/increase in cash and cash equivalents		(2,015	)		(5,621	)		(15,040	)		2,183
Cash and cash equivalents, restricted cash and escrow money receivable at beginning of the period/year		58,960			74,000			74,000			71,817
Cash and cash equivalents, restricted cash and escrow money receivable at end of the period/year		56,945			68,379			58,960			74,000

Operating Activities

Seamless had net cash used in operating activities of $2.1 million in the six-month period ended June 30, 2024, mainly comprised of a net loss of $6.2 million, decrease in accounts payable, accruals and other payables of $15.4 million and, offset by decreases in prepayments, receivables and other assets of $11.2 million, increase in amounts due to related companies of $4.7 million, decrease in interest payable on convertible bonds of $1.9 million and depreciation of $0.3 million, amortization of $1.6 million.

Seamless had net cash used in operating activities of $15.3 million in the year ended December 31, 2023, mainly comprised of a net loss of $14.4 million, increase in amount due from related companies of $5.3 million, decrease in accounts payable, accruals and other payables of $4.8 million and client money payable of $1.6 million, offset by decreases in prepayments, receivables and other assets of $2.5 million, increase in amounts due to related companies of $3.1 million, depreciation of $0.8 million, amortization of $3.1 million, amortization of bond discount of $0.8 million.

Seamless had net cash provided by operating activities of $8.7 million in the year ended December 31, 2022, mainly comprised of a net loss of $15.7 million, decreases in prepayments, receivables and other assets of $8.4 million, accounts payable, accruals and other payables of $9.6 million, and amounts due to related parties of $3.4 million, a non-cash gain on the step acquisition of a subsidiary of $2.1 million, offset by depreciation of $0.9 million, amortization of $3.5 million, amortization of bond discount of $3.4 million, an increase in due to related parties of $38.8 million, a noncash foreign exchange loss of $0.5 million and an increase in client money payable of $0.5 million.

Investing Activities

Net cash used in investing activities amounted to $0.2 million for the six-month period ended June 30, 2024.

Net cash provided by investing activities amounted to $1.4 million in the year ended December 31, 2023.

Net cash used in investing activities amounted to $0.7 million in the year ended December 31, 2022.

Financing Activities

Net cash provided by financing activities amounted to $0.2 million in the six-month period ended June 30, 2024.

Net cash used by financing activities amounted to $1.2 million in the year ended December 31, 2023, primarily attributable to net repayment of borrowings of $1 million.

Net cash used by financing activities amounted to $5.8 million in the year ended December 31, 2022, primarily attributable to (i) repayment of convertible bonds of $3.5 million, and (ii) dividend paid of $1.9 million.

Capital Expenditures

Seamless’ capital expenditures are incurred primarily in connection with computer hardware and software. Its capital expenditures were $0.5 million and $0.3 million in the years ended December 31, 2022 and 2023, respectively. Its capital expenditures were $0.2 million and $0.1 million for the six-month period ended June 30, 2024 and 2023, respectively.

Contractual Obligations

The following table sets forth Seamless’ contractual obligations as of June 30, 2024:

	Payment Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(dollars in thousands)
Operating lease commitments(1)		235		235		-		-		-
Convertible bonds		10,000		10,000		-		-		-
Borrowings		20,732		18,026		2,706		-		-
Total contractual obligations		30,967		28,261		2,706		-		-
Total interest payments(2)		1,493		1,366		126		-		-
Total contractual cash obligations		32,460		29,627		2,832		-		-

(1)	Seamless leased certain office and shop premises and computer peripherals under non-cancellable operating leases expiring in 2024. Payments under operating leases are expensed on a straight-line basis over the periods of the respective leases.

(2)	Interest payments are based on the existing borrowings and convertible bonds held by the consolidated subsidiaries. It is assumed that no further refinancing of existing loans takes place.

Off-Balance Sheet Commitments and Arrangements

Seamless was not a party to any financial guarantees or other commitments to guarantee the payment obligations of any third parties during 2022 and 2023, and the six months period ended 30 June 2024. It has not entered into any derivative contracts that are indexed to its shares and classified as shareholder’s equity or that are not reflected in its consolidated financial statements. Furthermore, it does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Seamless does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to it or engages in leasing, hedging or product development services with it.

Quantitative and Qualitative Disclosure about Market Risk

Foreign Exchange Risk

Assets and liabilities of non-U.S. Dollar functional currency entities are translated into U.S. Dollars using the applicable exchange rates at the balance sheet date. Items in the statements of operations and comprehensive loss are translated into U.S. Dollars using the average exchange rate during the period. Equity accounts were translated at their historical exchange rates. The resulting translation adjustments are accumulated as a component of accumulated other comprehensive income on the consolidated statements of shareholders’ equity.

Interest Rate Risk

Seamless’ exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits. It has not used any derivative financial instruments to manage its interest risk exposure. Interest-earning instruments carry a degree of interest rate risk. Seamless has not been exposed, nor does it anticipate being exposed, to material risks due to changes in interest rates. However, its future interest income may be lower than expected due to changes in market interest rates.

Credit Risk

For the years ended December 31, 2022 and 2023, and the six months period ended 30 June, 2024, substantially all of Seamless’ cash and cash equivalents were placed with financial institutions in Hong Kong, Malaysia and Indonesia. Seamless’ management chooses these institutions because of their reputations and track records for stability, and their known large cash reserves, and its management periodically reviews these institutions’ reputations, track records, and reported reserves. Seamless’ management expects that any additional institutions that its use for its cash and bank deposits will be chosen with similar criteria for soundness. It did not experience any losses on its deposits of cash and cash equivalents during the years ended December 31, 2022 and 2023, and the six months period ended 30 June, 2024. Seamless did not experience any loss during the years ended December 31, 2022 and 2023, and the six months period ended 30 June, 2024 with respect to receivables. These funds are not insured, however, as its business continues to grow and it expands into additional geographies and business lines, it may face greater credit risk.

Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The update will be effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is assessing the effect of this update on the consolidated financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024. The Company is assessing the effect of this update on the consolidated financial statement disclosures.

In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which adds an illustrative example aimed at clarifying the scope application of a profit interest award in accordance with Topic 718. The update will be effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Upon adoption, the new standard is not expected to have an impact on the Company’s financial position or results of operations.

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 million and $5.8 million, respectively, for both the crypto asset safeguarding liability and corresponding safeguarding asset, which were classified as accounts payable, accruals and other payables and prepayments, receivables and other assets, respectively, on our consolidated balance sheets.

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 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 classification as an “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.