Reflects continued advancement in the business combination process; transaction remains on schedule and is expected to be completed during the first quarter of 2023
INFINT Acquisition Corporation (“INFINT”) (NYSE: IFIN, IFIN.WS), a special purpose acquisition company, and Seamless Group Inc., a leading global fintech platform (“Seamless”), today announced the filing of a registration statement on Form S-4 (the “Registration Statement”), with the U.S. Securities and Exchange Commission (SEC).
The Registration Statement contains a preliminary proxy statement and prospectus in connection with INFINT’s previously announced proposed business combination with Seamless. While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about INFINT, Seamless and the proposed business combination.
As previously announced, on August 3, 2022, INFINT entered into a business combination agreement with Seamless, an EBITDA positive company with cash as of June 30, 2022 of $59.1 million. The business combination does not contain a minimum cash condition and is expected to close in the first quarter of 2023, subject to approval by INFINT's shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions. The transaction values Seamless at an enterprise value of $400 million. Seamless’ financial results for the year ended December 31, 2021 and the six months ended June 30, 2022 and related disclosures can be found in the Registration Statement, which we encourage you to read.
Seamless’ entities operate global digital money transfer services delivering global financial access for the unbanked populations and migrant workers, as well as companies with a focus in Southeast Asia. Companies under the Seamless umbrella include Tranglo, one of Asia’s leading platforms and service providers of cross-border payment processing capabilities, as well as a leading international retail airtime transfer operator in WalletKu. Seamless believes its business model is highly scalable and transferrable to additional geographic markets, aiming to grow and create value for all participants within the Seamless ecosystem. The expertise Seamless has gained from its deep understanding of its target audience should allow the continued expansion of its visionary portfolio companies globally through strategic acquisitions.
Advisors
ARC Group Limited is acting as sole financial and M&A advisor to INFINT. Nelson Mullins Riley & Scarborough LLP is acting as legal counsel to Seamless. Greenberg Traurig, LLP is acting as legal counsel to INFINT.
About Seamless Group
Seamless Group Inc. pioneers a global fintech banking platform for e-wallets, financial institutions and merchants worldwide, delivering frictionless interoperable real-time fund transfers and instant messaging. Seamless’ state-of-the-art digital ecosystem empowers billions of smart consumers and businesses to grow rapidly and efficiently in over 150 countries.
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.
Additional Information and Where to Find It
This press release relates to the transaction, but does not contain all the information that should be considered concerning the transaction and is not intended to form the basis of any investment decision or any other decision in respect of the transaction. INFINT has filed with the SEC a registration statement on Form S-4 relating to the transaction that includes 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 transaction. INFINT also will file other documents regarding the 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 transaction as they become available because they will contain important information about INFINT, Seamless and the 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 the 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 transaction. Information about the directors and executive officers of INFINT is set forth in INFINT’s filings with the SEC. Information about the directors and executive officers of Seamless and more detailed information regarding the identity of all potential participants, and their direct and indirect interests by security holdings or otherwise, will be set forth in the definitive proxy statement/prospectus for the transaction when available.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the transaction between Seamless and INFINT, including statements regarding the benefits of the transaction, the anticipated timing of the completion of the 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 transaction may not be completed in a timely manner or at all; (ii) the risk that the 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 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 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 transaction on Seamless’ business relationships, performance, and business generally; (vii) risks that the 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 transaction; (ix) the ability to meet New York Stock Exchange listing standards at or following the consummation of the transaction; (x) the ability to recognize the anticipated benefits of the 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 or cryptocurrencies in general 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 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 or hostilities in Ukraine or other geopolitical crises on Seamless’ business and results of operations and the global economy generally; and (xxi) costs related to the 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 press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of INFINT or Seamless, 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.
Non-GAAP Financial Measures
This press release uses EBITDA, which is a Non-GAAP financial measure, to present the financial performance of Seamless. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, Seamless’ operating results or cash flow from operations or any other measure of performance as determined in accordance with GAAP. We believe the Non-GAAP financial measures are useful to investors because such results provide additional insights into trends in Seamless’ business. The presentation of these measures may not be comparable to similarly titled measures of other companies’ reports. You should review Seamless’ audited financial statements, which are included in the Registration Statement.
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