Item
8.01. Other Events.
As
previously disclosed, INFINT Acquisition Corporation (“INFINT” or the “Company”) has called an
extraordinary general meeting of shareholders of the Company to be held at 10:00 a.m. Eastern Time on February 14, 2023 (the “Extraordinary
Meeting”) for the sole purpose of considering and voting on, among other proposals, (i) a proposal to approve, by way of special
resolution, an amendment to INFINT’s Amended and Restated Memorandum and Articles of Association (the “Charter”)
to extend the date by which INFINT has to consummate an initial business combination (the “Extension”) from February
23, 2023 (the “Current Termination Date”) to August 23, 2023 or such earlier date as may be determined by INFINT’s
board of directors (such date, the “Extension Date”, and such proposal, the “Extension Proposal”)
and (ii) a proposal to approve the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of
the Extension Proposal (the “Adjournment Proposal”), which will only be presented at the Extraordinary Meeting if,
based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary Meeting to approve the Extension Proposal,
in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary Meeting. Each such proposal is described
in more detail in the definitive proxy statement related to the Extraordinary Meeting filed by the Company with the Securities and Exchange
Commission (the “SEC”) on January 24, 2023 (the “Definitive Proxy Statement”).
On
February 6, 2023, the Company issued a press release announcing that if the requisite shareholder proposals are approved at the Extraordinary
Meeting and the Extension is implemented, on the Current Termination Date, and the 23rd day of each subsequent calendar month until the
Extension Date, the lesser of (x) $290,000 and (y) $0.06 per public share multiplied by the number of public shares outstanding on such
applicable date (each date on which a Contribution is to be deposited into the trust account, a “Contribution Date”)
will be deposited into the Company’s trust account (a “Contribution”).
If
a Contribution is not made by an applicable Contribution Date, the Company will liquidate and dissolve as soon as practicable
after such date and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, as amended. Any
Contribution is conditioned on the approval of the requisite shareholder proposals at the Extraordinary Meeting and the implementation
of the Extension. No Contribution will occur if such proposals are not approved or the Extension is not implemented. If the Company has
consummated an initial business combination or announced its intention to commence winding up prior to any Contribution Date, any obligation
to make Contributions will terminate.
The
Company expects that the proceeds held in the trust account will continue to be invested in United States government treasury bills with
a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule
2a-7 under the Investment Company Act of 1940, as amended, as determined by the Company, or in an interest bearing demand deposit account,
until the earlier of: (i) the completion of the Company’s initial business combination, and (ii) the liquidation of, and
distribution of the proceeds from, the trust account.
As
previously disclosed, on August 3, 2022, INFINT entered into a definitive business combination agreement with Seamless Group Inc., a
Cayman Islands exempted company and a global fintech platform, and FINTECH Merger Sub Corp., a Cayman Islands exempted company and a
wholly owned subsidiary of INFINT. On October 20, 2022, the parties entered into an amendment to the Business Combination Agreement,
as described in the Company’s Current Reports on Form 8-K filed with the SEC on October 26, 2022.
A
copy of the accompanying press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Forward
Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the
use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.
Such statements may include, but are not limited to, statements regarding the approval of certain shareholder proposals at the Extraordinary
Meeting, the implementation of the Extension or any Contributions to the trust account. These statements are based on current expectations
on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ
significantly, including those risks set forth in the Definitive Proxy Statement, the Company’s most recent Annual Report on Form
10-K and subsequent Quarterly Reports on Form 10-Q and other documents filed with the SEC. Copies of such filings are available on the
SEC’s website at www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements,
whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Additional
Information and Where to Find It
The
Definitive Proxy Statement has been mailed to the Company’s shareholders of record as of the record date for the Extraordinary
Meeting. Investors and security holders of the Company are advised to read the Definitive Proxy Statement because it contains important
information about the Extraordinary Meeting and the Company. Investors and security holders of the Company may also obtain a copy of
the Definitive Proxy Statement, as well as other relevant documents that have been or will be filed by the Company with the SEC, without
charge and once available, at the SEC’s website at www.sec.gov. or by directing a request to: Morrow Sodali LLC, 333 Ludlow
Street, 5th Floor, South Tower, Stamford, CT; email: IFIN.info@investor.morrowsodali.com.
Participants
in the Solicitation
The
Company and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of
proxies from the Company’s shareholders in respect of the proposals to be considered and voted on at the Extraordinary Meeting.
Information concerning the interests of the directors and executive officers of the Company is set forth in the Definitive Proxy Statement,
which may be obtained free of charge from the sources indicated above.