The
disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein.
Additional
Information and Where to Find It
This
Current Report on Form 8-K relates to the Proposed Transaction, but does not contain all the information that should be considered concerning
the Proposed Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed
Transaction. INFINT intends to file with the SEC a registration statement on Form S-4 relating to the Proposed Transaction that will
include a proxy statement of INFINT and a prospectus of INFINT. When available, the definitive proxy statement/prospectus and other relevant
materials will be sent to all INFINT shareholders as of a record date to be established for voting on the Proposed Transaction. INFINT
also will file other documents regarding the Proposed Transaction with the SEC. Before making any voting decision, investors and securities
holders of INFINT are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC in connection with the Proposed Transaction as they become available because they will contain important
information about INFINT, Seamless and the Proposed Transaction.
Investors
and securities holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or
that will be filed with the SEC by INFINT through the website maintained by the SEC at www.sec.gov. In addition, the documents filed
by INFINT may be obtained free of charge from INFINT’s website at https://infintspac.com/ or by written request to INFINT at INFINT
Acquisition Corporation, 32 Broadway, Suite 401, New York, NY 10004.
Participants
in Solicitation
INFINT
and Seamless and their respective directors and officers may be deemed to be participants in the solicitation of proxies from INFINT’s
shareholders in connection with the Proposed Transaction. Information about INFINT’s directors and executive officers and their
ownership of INFINT’s securities is set forth in INFINT’s filings with the SEC, including INFINT’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 23, 2022. To the extent that such persons’
holdings of INFINT’s securities have changed since the amounts disclosed in INFINT’s Annual Report on Form 10-K, such changes
have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the
names and interests in the Proposed Transaction of INFINT’s and Seamless’ respective directors and officers and other persons
who may be deemed participants in the Proposed Transaction may be obtained by reading the proxy statement/prospectus regarding the Proposed
Transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking
Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect
to the Proposed Transaction between Seamless and INFINT, including statements regarding the benefits of the Proposed Transaction, the
anticipated timing of the completion of the Proposed Transaction, the services offered by Seamless and the markets in which it operates,
the expected total addressable market for the services offered by Seamless, the sufficiency of the net proceeds of the proposed transaction
to fund Seamless’ operations and business plan and Seamless’ projected future results. These forward-looking statements generally
are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. 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. Many factors could cause
actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the
risk that the Proposed Transaction may not be completed in a timely manner or at all; (ii) the risk that the Proposed Transaction may
not be completed by INFINT’s business combination deadline and the potential failure to obtain an extension of the business combination
deadline if sought by INFINT; (iii) the failure to satisfy the conditions to the consummation of the Proposed Transaction, including
the adoption of the business combination agreement by the shareholders of INFINT and Seamless, the satisfaction of the minimum trust
account amount following redemptions by INFINT’s public shareholders and the receipt of certain governmental and regulatory approvals;
(iv) the lack of a third-party valuation in determining whether or not to pursue the Proposed Transaction; (v) the occurrence of any
event, change or other circumstance that could give rise to the termination of the business combination agreement; (vi) the effect of
the announcement or pendency of the Proposed Transaction on Seamless’ business relationships, performance, and business generally;
(vii) risks that the Proposed Transaction disrupts current plans and operations of Seamless as a result; (viii) the outcome of any legal
proceedings that may be instituted against Seamless, INFINT or others related to the business combination agreement or the Proposed Transaction;
(ix) the ability to meet New York Stock Exchange listing standards at or following the consummation of the Proposed Transaction; (x)
the ability to recognize the anticipated benefits of the Proposed Transaction, which may be affected by a variety of factors, including
changes in the competitive and highly regulated industries in which Seamless operates, variations in performance across competitors and
partners, changes in laws and regulations affecting Seamless’ business and the ability of Seamless and the post-combination company
to retain its management and key employees; (xi) the ability to implement business plans, forecasts, and other expectations after the
completion of the Proposed Transaction (xii) the risk that Seamless may fail to keep pace with rapid technological developments to provide
new and innovative products and services or make substantial investments in unsuccessful new products and services; (xiii) the ability
to attract new users and retain existing users in order to continue to expand; (xiv) Seamless’ ability to integrate its services
with a variety of operating systems, networks and devices; (xv) the risk that Seamless will need to raise additional capital to execute
its business plan, which may not be available on acceptable terms or at all; (xvi) the risk that the post-combination company experiences
difficulties in managing its growth and expanding operations; (xvii) the risk of product liability or regulatory lawsuits or proceedings
relating to Seamless’ business; (xviii) the risk of cyber security or foreign exchange losses; (xix) the risk that Seamless is
unable to secure or protect its intellectual property; (xx) the effects of COVID-19 or other public health crises on Seamless’
business and results of operations and the global economy generally; and (xxi) costs related to the Proposed Transaction. The foregoing
list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of INFINT’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration
statement on Form S-4 and proxy statement/prospectus discussed above and other documents filed by INFINT 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 Seamless and INFINT assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Seamless
nor INFINT gives any assurance that either Seamless or INFINT will achieve its expectations.
No
Offer or Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the Proposed Transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities
of INFINT, Seamless, or Merger Sub, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or
exemptions therefrom.
