UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 20, 2022
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 |
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 | ||
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on August 3, 2022, INFINT Acquisition Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“INFINT”), entered into a Business Combination Agreement with FINTECH Merger Sub Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of INFINT (“Merger Sub”), and Seamless Group Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Seamless”) (the “Business Combination Agreement”).
On October 20, 2022, the aforementioned parties entered into an amendment to the Business Combination Agreement (“Amendment No. 1”) to, amongst other matters, amend and restate: (1) Section 7.18 of the Business Combination Agreement to amend the extension time period for the permitted shareholder proposal for INFINT to consummate an initial business combination (the “Extension Proposal”) from February 23, 2023 to March 23, 2023; (2) Section 9.01(b) of the Business Combination Agreement to amend the last date on which INFINT must complete an initial business combination, if the Extension Proposal is approved, from February 23, 2023 to March 23, 2023; and (3) Section 9.03(a) of the Business Combination Agreement to provide that, subject to other conditions, if INFINT decides not to call an extraordinary general meeting to approve the Extension Proposal, or if the Extension Proposal is not approved in such a meeting, INFINT should provide written notice to Seamless and Seamless should deposit or procure the deposit of funds into INFINT’s trust account necessary under INFINT’s organization documents to extend the time period by which INFINT shall complete its initial business combination by an additional three months.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by the terms and conditions of Amendment No. 1, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Additional Information and Where to Find It
This Current Report on Form 8-K 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.
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Cautionary Statement Regarding 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 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.
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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 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Amendment No. 1 to the Business Combination Agreement, dated as of October 20, 2022, by and among INFINT, Merger Sub and Seamless. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: October 26, 2022
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Exhibit 2.1
Execution Version
AMENDMENT NO. 1
TO THE
BUSINESS COMBINATION AGREEMENT
This AMENDMENT NO. 1 (this “Amendment”), dated as of October 20, 2022, to the Business Combination Agreement, dated as of August 3, 2022 (as amended, the “Business Combination Agreement”), is by and among INFINT Acquisition Corporation, an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“INFINT”), FINTECH Merger Sub Corp., an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“Merger Sub”), and Seamless Group Inc., an exempted company limited by shares incorporated under the Laws of the Cayman Islands (the “Company”). Each of the Company, INFINT and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
WHEREAS, Section 9.04 of the Business Combination Agreement provides for the amendment of the Busines Combination Agreement in accordance with the terms set forth therein; and
WHEREAS, the Parties desire to amend the Business Combination Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:
ARTICLE I
AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT
1. Amend and Restate Section 7.18. Section 7.18 of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:
“INFINT Extension Proposal. The Company and INFINT agree that, (a) unless this Agreement shall have otherwise been terminated in accordance with its terms or (b) the INFINT Extension Funding Amount shall have been deposited into the Trust Account pursuant to Section 9.03(a), if INFINT determines in good faith and in consideration of all relevant factors that it is probable that the Transactions will be consummated after November 23, 2022 but prior to February 23, 2023 (and INFINT provides notice of such determination in writing to the Company), then INFINT shall call an extraordinary general meeting of its shareholders regarding the INFINT Extension Proposal, to be held prior to November 23, 2022, and the Parties shall cooperate with the preparation, filing and mailing of proxy materials to be sent to the INFINT Shareholders seeking approval of the INFINT Extension Proposal; provided, however, that (i) such INFINT Extension Proposal shall not seek to amend the INFINT Organizational Documents to extend the time period for INFINT to consummate a business combination beyond March 23, 2023 and (ii) if the INFINT Extension Proposal shall not have been approved by the INFINT Shareholders at such extraordinary general meeting, then the INFINT Extension Funding Amount shall be deposited into the Trust Account pursuant to Section 9.03(a).”
2. Amend and Restate Section 9.01(b). Section 9.01(b) of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:
“(b) by either INFINT or the Company if the Effective Time shall not have occurred prior to November 23, 2022 (the “Outside Date”); provided that the Outside Date shall automatically be extended, without any further action by any Party, to (i) February 23, 2023 if the INFINT Extension Funding Amount shall have been deposited into the Trust Account or (ii) March 23, 2023 if the Extension Proposal shall have been approved by the INFINT Shareholders; provided, however, that this Agreement may not be terminated under this Section 9.01(b) by or on behalf of any Party that either directly or indirectly through its Affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article VIII on or prior to the Outside Date;”
3. Amend and Restate Section 9.03(a). Section 9.03(a) of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:
“(a) All Transaction Expenses shall be paid by the Party incurring such Transaction Expenses, except that (i) the Company shall pay (A) all expenses relating to all SEC and other regulatory filing fees incurred in connection with the Transactions, (B) all expenses incurred in connection with printing, mailing and soliciting proxies with respect to the Proxy Statement and Registration Statement (including the cost of all copies thereof and any amendments thereof or supplements thereto), (C) expenses incurred in connection with any filings with or approvals from the New York Stock Exchange in connection with the Transactions and (D) expenses relating to the filing fees for any approvals or clearances required under any Antitrust Laws; in each case as such expenses shall be incurred or otherwise be due and payable; and (ii) if (A) the PCAOB Audited Financials shall not have been delivered to INFINT by the Company on or before fifteen (15) days from the date hereof, (B) the approvals set forth on Section 8.01(e) of the Company Disclosure Schedule shall not have been timely obtained or (C) INFINT determines in good faith and in consideration of all relevant factors that it is probable that the Transactions will not be consummated prior to November 23, 2022 as a result of any action or inaction of the Company and/or any of its Representatives, including prior to the date hereof (collectively, the “Company Caused INFINT Extension Items”) and, as a result thereof, INFINT shall determine to call a meeting of the INFINT Shareholders in order to approve the INFINT Extension Proposal, the Company shall pay for all third- party costs and expenses (including attorneys’ fees and expenses) incurred by INFINT in connection with such meeting of the INFINT Shareholders, including the costs of preparing, filing and mailing a proxy statement in connection therewith. In addition to the foregoing, (x) (1) if INFINT shall determine (in its sole discretion) not to call an extraordinary general meeting of the INFINT Shareholders to approve the INFINT Extension Proposal or (2) if the INFINT Extension Proposal shall not have been approved by the INFINT Shareholders at such extraordinary general meeting, (y) any of the Company Caused INFINT Extension Items shall have occurred, and (z) INFINT and the Sponsor shall instead agree to deposit the INFINT Extension Funding Amount into the Trust Account, then INFINT shall provide written notice of INFINT’s intent to do so and the Company shall deposit or procure the deposit of the INFINT Extension Funding Amount into the Trust Account prior to November 23, 2022.”
ARTICLE II
MISCELLANEOUS
1. No Further Amendment. Except as expressly amended hereby, the Business Combination Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Business Combination Agreement or any of the documents referred to therein.
2. Effect of Amendment. This Amendment shall form a part of the Business Combination Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the Parties, any reference to the Business Combination Agreement shall be deemed a reference to the Business Combination Agreement as amended hereby.
3. Governing Law. This Amendment shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in that State. Any Action arising out of or relating to this Amendment shall, to the fullest extent permitted by applicable Law, be heard and determined exclusively in any New York State court or Federal court of the United States of America sitting in New York City in the Borough of Manhattan.
4. Severability. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.
5. Counterparts. This Amendment may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
[Signature Page Follows.]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
| INFINT ACQUISITION CORPORATION | ||
| By | /s/ Alexander Edgarov | |
| Name: | Alexander Edgarov | |
| Title: | Chief Executive Officer | |
| FINTECH MERGER SUB CORP. | ||
| By | /s/ Alexander Edgarov | |
| Name: | Alexander Edgarov | |
| Title: | Director | |
| seamless group inc. | ||
| By | /s/ Ronnie Hui | |
| Name: | Ronnie Hui | |
| Title: | Chief Executive Officer | |
[Signature Page to Amendment No. I to the Business Combination Agreement]