Seamless Group Inc. executed the letter of intent to acquire InFinT Acquisition Corporation (NYSE:IFIN) from InFinT Capital LLC and others in a reverse merger transaction on March 15, 2022. Seamless Group Inc. signed a definitive business combination agreement to acquire InFinT Acquisition Corporation (NYSE:IFIN) from InFinT Capital LLC and others in a reverse merger transaction for $400 million on August 3, 2022. In connection with the transaction, the aggregate consideration to be paid to Seamless' equity holders will be $400 million of rollover equity. 40,000,000 new shares will be issued as consideration. Assuming no redemptions by INFINT existing public shareholders, the Company will have up to $189 million of cash on its balance sheet following the transaction, which is expected to provide financial flexibility and facilitate organic and inorganic growth opportunities. Under the terms of the proposed transaction, Seamless will combine with INFINT becoming a publicly traded entity and shall continue to be named Seamless Group Inc. after the deal. Prior to the Closing, Seamless will spin-out, carve-out, divest or transfer all of the equity interests that it owns in TNG Asia, FNTI and GEA such that, upon consummation of the Divestitures, TNG Asia, FNTI and GEA will no longer be affiliates of Seamless. Upon closing of the transaction, the Company will continue to be led by Seamless' Chief Executive Officer, Dr. Ronnie Hui, and Founder, Alex Kong. The Company's board is expected to be comprised of five directors, including Eric Weinstein, INFINT's Chairman, Sasha Edgarov, INFINT's Chief Executive Officer, Alex Kong, Seamless' Founder and Chairman, and two additional appointees of Seamless. At least three of the directors will be independent, consistent with the applicable NYSE listing rules. Prior to the Closing, Seamless will be required to relocate its headquarters from Hong Kong to a jurisdiction that is mutually agreed to by INFINT and Seamless.

The transaction will require approval of the shareholders of INFINT and Seamless, receipt of all pre-closing approvals or clearances reasonably required under any applicable antitrust laws, INFINT having at least $5,000,001 of net tangible assets, approval for the listing on the New York Stock Exchange, the receipt of certain required third party consents, the resignation of certain officers and directors of INFINT, subject to Lock-Up Agreement and the satisfaction of customary closing conditions. The Boards of Directors of Seamless and INFINT have each unanimously approved the transaction. The shareholders meeting of INFINT is scheduled on November 22, 2022. The transaction is expected to close by the end of the first quarter of 2023. INFINT Acquisition Corporation affirmed its intention to support the proposal to amend the Company's Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination from November 23, 2022, to March 23, 2023.

ARC Group Limited is acting as sole financial and M&A advisor to INFINT. Andrew M. Tucker, Larry W. Shackelford, Wells Hall and Colleen Pleasant Kline of Nelson Mullins Riley & Scarborough LLP and Maples and Calder (Hong Kong) LLP is acting as legal counsel to Seamless. Alan I. Annex of Greenberg Traurig, LLP is acting as legal counsel and due diligence provider to INFINT. CohnReznick LLP acted as financial and tax due diligence and Mourant Ozannes acted as legal advisor to INFINT. Morrow & Co., LLC acted as information agent with a service fee of $25,000 to INFINT.