true Amendment No. 1 0001862935 0001862935 2024-08-06 2024-08-06 0001862935 IFINU:UnitsEachConsistingOfOneClassOrdinarySharesAndOnehalfOfOneWarrantMember 2024-08-06 2024-08-06 0001862935 IFINU:ClassOrdinarySharesParValue0.0001PerShareMember 2024-08-06 2024-08-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

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 6, 2024

 

INFINT ACQUISITION CORPORATION

(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.)

 

32 Broadway, Suite 401

New York, NY

  10004
(Address of principal executive offices)   (Zip Code)

 

(212) 287-5010

(Registrant’s telephone number, including area code)

 

Not Applicable

(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
Units, each consisting of one Class A ordinary shares and one-half of one Warrant   IFIN.U   The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share   IFIN   The New York Stock Exchange

 

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.

 

 

 

   
 

 

Explanatory Note

 

This Amendment No. 1 to Form 8-K amends the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 9, 2024. The amendment is being filed solely to correct the name of the current listing exchange disclosed under Item 3.01 in the previously filed Current Report and to include the updated press release that corrects the previously issued press release.

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 9, 2024 INFINT Acquisition Corporation (the “Company”) announced that, in connection with a proposed business combination (the “Business Combination”) between the Company, FINTECH Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger Sub”) and Seamless Group Inc., a Cayman Islands exempted company (“Seamless”), it intends to voluntarily delist its units and Class A ordinary shares from the New York Stock Exchange (“NYSE”), subject to the closing of the Business Combination.

 

The Company’s decision to voluntarily delist its units and Class A ordinary shares from the NYSE is due to the fact that upon the consummation of the Business Combination, the Company will change its corporate name to “CURRENC Group Inc.” (“Currenc”), and Currenc’s ordinary shares are expected to be traded on the Nasdaq Stock Market LLC (“Nasdaq”), subject to the closing of the Business Combination.

 

Trading of Currenc’s ordinary shares is currently expected to begin trading on Nasdaq at market open on or about August 21, 2024 under the symbol “CURR” following the consummation of the Business Combination. The last day of trading of the Company’s securities on NYSE is expected to be on or about August 20, 2024. The delisting from NYSE and the listing on Nasdaq are subject to the closing of the Business Combination.

 

Item 7.01 Regulation FD Disclosure

 

The information set forth in the Item 3.01 above is incorporated into this Item 7.01 by reference. A copy of the press release issued by the Company announcing the voluntary delisting from the NYSE is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The foregoing Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibits 99.1.

 

   
 

 

Forward-Looking Statements

 

This document contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the proposed transaction between the Company and Seamless, including statements regarding the benefits of the transaction, the anticipated benefits of the transaction, the Company’s or Seamless’ expectations concerning the outlook for Currenc’s business, productivity, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations. 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 their managements’ current predictions, projections and other statements about future events that are based on current expectations and assumptions available to the Company and Seamless, 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 within the prescribed time frame, which may adversely affect the price of the Company’s securities, (ii) the risk that investors of Seamless may not receive the same benefits as an investor in an underwritten public offering, (iii) the risk that Currenc’s securities may experience a material price decline after the proposed transaction, (iv) the risk of product liability or regulatory lawsuits or proceedings relating to Seamless’ business; (v) a reduction of trust account proceeds and the per share redemption amount received by shareholders as a result of third-party claims, (vi) the risk that the transaction may not be completed by the Company’s business combination deadline and an extension period, (vii) the ability of Currenc to get approval for listing of its ordinary shares and comply with the continued listing standards of the Nasdaq, (viii) the failure to satisfy the conditions to the consummation of the transaction, certain of which may be outside of the Company or Seamless’ control, (ix) the ability to attract new partners, merchants and users and retain existing partners, merchants and users in order to continue to expand, (x) Currenc’ ability to integrate its services with a variety of operating systems, networks and devices; (ix) the ability of Currenc to fund its capital requirements through additional debt and equity financing under commercially reasonable terms and the risk of shareholding dilution as a result of additional capital raising, if applicable, (x) the risk of cyber security or foreign exchange losses, (xi) the risk that Currenc is unable to secure or protect its intellectual property; and (xii) failure to maintain an effective system of internal control over financial reporting and to accurately and timely report Currenc’s financial condition, results of operations or cash flows.

 

The foregoing list of factors is not exhaustive. Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s registration statement on Form S-4 filed by the Company with the SEC, the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 27, 2024, and other documents filed by the Company 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 all forward-looking statements in this document are qualified by these cautionary statements. The Company assumes 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. The Company does not give any assurance that either the Company or Currenc will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by the Company or Currenc or any other person that the events or circumstances described in such statement are material.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1   Press Release, dated August 14, 2024
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

   
 

 

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.

 

INFINT ACQUISITION CORPORATION  
     
By: /s/ Alexander Edgarov  
Name: Alexander Edgarov  
Title: Chief Executive Officer  

 

Date: August 14, 2024

 

   

 

 

Exhibit 99.1

 

INFINT Acquisition Corporation Announces Intention to Voluntarily Delist from NYSE, Conditional Upon Consummation of its Pending Business Combination with Seamless Group Inc.

 

NEW YORK, NEW YORK – August 14, 2024 – INFINT Acquisition Corporation (the “Company”) today announced that, in connection with its proposed business combination (the “Business Combination”) with Seamless Group Inc. (“Seamless”), it intends to voluntarily delist its units and Class A ordinary shares from the New York Stock Exchange (“NYSE”), subject to the closing of the Business Combination.

 

The Company’s decision to voluntarily delist its units and Class A ordinary shares from the NYSE is due to the fact that upon the consummation of the Business Combination, the Company will change its corporate name to “CURRENC Group Inc.” (“Currenc”), and Currenc’s ordinary shares are expected to be traded on the Nasdaq Stock Market LLC (“Nasdaq”), subject to the closing of the Business Combination.

 

Trading of Currenc’s ordinary shares is currently expected to begin on Nasdaq at market open on or about August 21, 2024 under the symbol “CURR” following the consummation of the Business Combination. The last day of trading of the Company’s securities on NYSE is expected to be on or about August 20, 2024. The delisting from NYSE and the listing on Nasdaq are subject to the closing of the Business Combination and the fulfillment of all applicable listing requirements of Nasdaq.

 

About INFINT Acquisition Corporation

 

INFINT Acquisition Corporation is a Special Purpose Acquisition Corporation (SPAC) company on a mission to bring the most promising financial technology company from North America, Asia, Latin America, Europe and Israel to the U.S. public market. As a result of the pandemic, the world is changing rapidly, and in unique, unexpected ways. Thanks to growth and investment in the global digital infrastructure, legal, healthcare, automotive, financial, and other fields are evolving at a faster rate than ever before. INFINT believes the greatest opportunities in the near future lie in the global fintech space and are looking forward to merging with an exceptional international fintech company.

 

Forward-Looking Statements

 

This document contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the proposed transaction between the Company and Seamless, including statements regarding the benefits of the transaction, the anticipated benefits of the transaction, the Company’s or Seamless’ expectations concerning the outlook for Currenc’s business, productivity, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations. 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 their managements’ current predictions, projections and other statements about future events that are based on current expectations and assumptions available to the Company and Seamless, 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 within the prescribed time frame, which may adversely affect the price of the Company’s securities, (ii) the risk that investors of Seamless may not receive the same benefits as an investor in an underwritten public offering, (iii) the risk that Currenc’s securities may experience a material price decline after the proposed transaction, (iv) the risk of product liability or regulatory lawsuits or proceedings relating to Seamless’ business; (v) a reduction of trust account proceeds and the per share redemption amount received by shareholders as a result of third-party claims, (vi) the risk that the transaction may not be completed by the Company’s business combination deadline and an extension period, (vii) the ability of Currenc to get approval for listing of its ordinary shares and comply with the continued listing standards of the Nasdaq, (viii) the failure to satisfy the conditions to the consummation of the transaction, certain of which may be outside of the Company or Seamless’ control, (ix) the ability to attract new partners, merchants and users and retain existing partners, merchants and users in order to continue to expand, (x) Currenc’ ability to integrate its services with a variety of operating systems, networks and devices; (ix) the ability of Currenc to fund its capital requirements through additional debt and equity financing under commercially reasonable terms and the risk of shareholding dilution as a result of additional capital raising, if applicable, (x) the risk of cyber security or foreign exchange losses, (xi) the risk that Currenc is unable to secure or protect its intellectual property; and (xii) failure to maintain an effective system of internal control over financial reporting and to accurately and timely report Currenc’s financial condition, results of operations or cash flows.

 

   
 

 

The foregoing list of factors is not exhaustive. Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s registration statement on Form S-4 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”), the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 27, 2024, and other documents filed by the Company 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 all forward-looking statements in this document are qualified by these cautionary statements. The Company assumes 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. The Company does not give any assurance that either the Company or Currenc will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by the Company or Currenc or any other person that the events or circumstances described in such statement are material.

 

Additional Information and Where to Find It

 

This document relates to a proposed transaction between the Company and Seamless. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. In connection with the Business Combination, the Company filed a registration statement on Form S-4 with the SEC (as may be amended from time to time, the “Registration Statement”) on May 20, 2021, which included a proxy statement/prospectus of the Company. The SEC declared the Registration Statement effective on July 12, 2024.

 

The Registration Statement, including the proxy statement/prospectus contained therein, contains important information about the Business Combination and the other matters voted upon at the meeting of the Company’s shareholders approving the Business Combination (and related matters). The Company also filed other documents regarding the proposed transaction with the SEC. This document does not contain all the information that should be considered concerning the proposed transactions and is not intended to form the basis of any investment decision or any other decision in respect of the transactions.

 

Investors and shareholders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by the Company may be obtained free of charge from the Company’s website at https://www.infintspac.com/ or by written request to the Company at INFINT Acquisition Corporation, Suite 401, 32 Broadway, New York, NY 10004.

 

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

Participants in Solicitation

 

The Company and its respective directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed transaction. Information about the Company’s directors and executive officers and their ownership of the Company’s securities is set forth in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 27, 2024, and the Registration Statement. Additional information regarding the interests of those persons 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. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents as described in the preceding paragraph.

 

No Offer or Solicitation

 

This document is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

 

Contact

 

INFINT Acquisition Corporation

Alexander Edgarov

sasha@inifntspac.com

 

   

 

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Cover
Aug. 06, 2024
Document Type 8-K/A
Amendment Flag true
Amendment Description Amendment No. 1
Document Period End Date Aug. 06, 2024
Entity File Number 001-41079
Entity Registrant Name INFINT ACQUISITION CORPORATION
Entity Central Index Key 0001862935
Entity Tax Identification Number 98-1602649
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One 32 Broadway
Entity Address, Address Line Two Suite 401
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10004
City Area Code (212)
Local Phone Number 287-5010
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Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one Class A ordinary shares and one-half of one Warrant  
Title of 12(b) Security Units, each consisting of one Class A ordinary shares and one-half of one Warrant
Trading Symbol IFIN.U
Security Exchange Name NYSE
Class A ordinary shares, par value $0.0001 per share  
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share
Trading Symbol IFIN
Security Exchange Name NYSE

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