NEW YORK–(BUSINESS WIRE)–Seamless Group Inc., a number one world fintech platform (“Seamless”), and INFINT Acquisition Company (“INFINT”) (Nasdaq: IFIN, IFIN.WS), a particular goal acquisition firm, right this moment introduced the signing of a definitive enterprise mixture settlement that’s anticipated to lead to a newly-combined firm (the “Firm”) at the moment often known as Seamless, to be rebranded as a part of the enterprise mixture. Upon closing of the transaction, the Firm will proceed to be led by Seamless’ CEO, Dr. Ronnie Hui, a 14-year public firm veteran with a confirmed track-record of execution and achievement of worth creation, and Founder, Alex Kong. The boards of administrators of Seamless and INFINT have every unanimously accepted the transaction.
Seamless delivers world monetary inclusivity for the unbanked and migrant employees in South East Asia. Underneath the Seamless options umbrella are Tranglo, one in every of Asia’s main cross-border cost hubs that gives good companies not just for airtime top-ups, but in addition international remittance and enterprise funds, and WalletKu, a fintech utility that goals to assist Indonesian micro, small and medium enterprises develop digital promoting companies. Seamless allows cross-border digital remittances in addition to cashless cost options to hundreds of thousands with out correct entry to mainstream monetary companies.
Dr. Ronnie Hui, CEO of Seamless, acknowledged, “At present’s announcement is actually an unimaginable milestone for Seamless Group. This transaction is a step in direction of broadening our capabilities and attain, enabling the Seamless platform to develop to additional depths globally. Presently, our outstanding presence in South East Asia is targeted in extremely populated areas with a big unbanked inhabitants which make conventional banking companies inefficient and costly. Our platform allows us to achieve these populations, producing continued market alternative. Although we have now skilled nice success to-date, we’re enthusiastic about our additional potential, and we consider that we have now simply begun to scratch the floor in realizing our mission of bringing instantaneous banking to the unbanked by enabling actual time, price environment friendly cross-border transfers. I’m very a lot trying ahead to the partnership with the group at INFINT as we embark on what I consider to be some of the thrilling instances in Seamless’ historical past, to turn out to be a vertically built-in fintech group in Asia.”
Mr. Sasha Edgarov, CEO of INFINT, acknowledged, “Upon formation of INFINT Acquisition Company, our group has been exhausting at work targeted on discovering one of the best accomplice and have evaluated plenty of potential candidates. In the end, we consider that we have now discovered the perfect accomplice in Seamless Group, a number one world fintech platform. We consider Seamless is uniquely positioned within the remittance market and our dedication to them will additional assist construct upon what’s already a rising enterprise and improve its worth proposition over time.”
INFINT raised gross proceeds of roughly $200 million in its preliminary public providing, together with the overallotment, and was listed on the NYSE on November 19, 2021, with the target to determine and consummate an preliminary enterprise mixture with a goal that may profit from the funding, working, and innovating expertise of INFINT’s administration group and sponsor.
Seamless Funding Highlights:
- Seamless makes obtainable instantaneous banking and different important monetary companies for all customers, together with the estimated 2 billion unbanked inhabitants on the earth with a present and outstanding presence in South East Asia
- State-of-the-art digital ecosystem empowers lots of of hundreds of thousands of customers and companies in over 150 international locations
Tangible market alternative to additional develop the platform and presence globally Seamless’ focus is foremost on serving individuals by giving monetary companies to these unbanked leveraging each its B2B and B2C platforms, Tranglo and WalletKu:
- Based in 2008, the main Asia Remittance Hub
- An rising world community of greater than 150 international locations, 2,000 banks/ wallets, 140,000 money choose up factors and 600 cellular operators
- Ripple, the main supplier of enterprise blockchain and digital foreign money options for cross-border funds, entered into strategic partnership with Tranglo in 2021 to scale RippleNet and their On-Demand Liquidity (‘ODL’) service
- Extremely regulated business with 4 central financial institution licenses in Malaysia, Singapore, U.Ok, and Indonesia
- Whole Processing Worth (Remittances) in 2021 of $3.3 Billion, whole income of $48.7 Million and $6.5 Million of EBITDA
- A fintech utility aiming to help Indonesian micro, small and medium enterprises (‘MSMEs’) to develop digital promoting companies
- Working within the strategic cities of Jakarta, Depok, Bogor, Bekasi, Bandung, Smarang, Solo and Yogyakarta
- Invested in robust monetary partnerships that spur progress, optimizing the complete worth chain of the corporate
- Excessive obstacles to entry in rising markets
- Rising pipeline of offers for progress supported by a powerful community of strategic partnerships
- Extremely skilled chief CEO, Dr. Ronnie Hui, will proceed to guide the newly-combined firm
- Previous to the completion of the enterprise mixture, the Firm is anticipated to rent a Chief Monetary Officer with U.S. public firm expertise
The Firm’s board is anticipated to be comprised of 5 administrators, together with Eric Weinstein, INFINT’s Chairman, Sasha Edgarov, INFINT’s CEO, Alex Kong, Seamless’ Founder and Chairman, and two extra appointees of Seamless. No less than three of the administrators will probably be impartial, in step with the relevant NYSE itemizing guidelines.
Underneath the phrases of the proposed transaction, Seamless will mix with INFINT and can turn out to be a publicly traded entity beneath a brand new firm title. The transaction values Seamless at an enterprise worth at closing of $400 million.
In reference to the transaction, the combination consideration to be paid to Seamless’ fairness holders will probably be $400 million of rollover fairness. Assuming no redemptions by INFINT present public shareholders, the Firm can have as much as $189 million of money on its stability sheet following the transaction, which is anticipated to offer monetary flexibility and facilitate natural and inorganic progress alternatives.
The transaction would require approval of the shareholders of INFINT and is anticipated to shut by the tip of the primary quarter of 2023, topic to the satisfaction of customary closing situations.
ARC Group Restricted is appearing as sole monetary and M&A advisor to INFINT. Nelson Mullins Riley & Scarborough LLP is appearing as authorized counsel to Seamless. Greenberg Traurig, LLP is appearing as authorized counsel to INFINT.
About Seamless Group
Seamless Group Inc. pioneers a world fintech banking platform for e-wallets, monetary establishments and retailers worldwide, delivering frictionless interoperable real-time fund transfers and instantaneous messaging. Our state-of-the-art digital ecosystem empowers billions of good customers and companies to win in over 150 international locations.
About INFINT Acquisition Company
INFINT Acquisition Company is a Particular Goal Acquisition Company (SPAC) firm on a mission to carry probably the most promising monetary know-how firm from the North America, Asia, Latin America, Europe and Israel to the U.S. public market. Because of the pandemic, the world round us is altering quickly, and in distinctive, surprising methods. Due to progress and funding within the world digital infrastructure, authorized, healthcare, automotive, monetary, and different fields are evolving at a sooner charge than ever earlier than. We consider that the best alternatives within the close to future lie within the world fintech area and are trying ahead to merging with an distinctive worldwide fintech firm.
Further Data and The place to Discover It
This press launch pertains to the transaction, however doesn’t include all the data that ought to be thought of in regards to the transaction and isn’t supposed to kind the idea of any funding determination or some other determination in respect of the transaction. INFINT intends to file with the SEC a registration assertion on Type S-4 regarding the transaction that may embody a proxy assertion of INFINT and a prospectus of INFINT. When obtainable, the definitive proxy assertion/prospectus and different related supplies will probably be despatched to all INFINT shareholders as of a report date to be established for voting on the transaction. INFINT additionally will file different paperwork concerning the transaction with the SEC. Earlier than making any voting determination, buyers and securities holders of INFINT are urged to learn the registration assertion, the proxy assertion/prospectus and all different related paperwork filed or that will probably be filed with the SEC in reference to the transaction as they turn out to be obtainable as a result of they are going to include essential details about INFINT, Seamless and the transaction.
Buyers and securities holders will be capable to get hold of free copies of the proxy assertion/prospectus and all different related paperwork filed or that will probably be filed with the SEC by INFINT by the web site maintained by the SEC at www.sec.gov. As well as, the paperwork filed by INFINT could also be obtained freed from cost from INFINT’s web site at https://infintspac.com/
or by written request to INFINT at INFINT Acquisition Company, 32 Broadway, Suite 401, New York, NY 10004.
Contributors within the Solicitation
INFINT and Seamless and their respective administrators and officers could also be deemed to be contributors within the solicitation of proxies from INFINT’s shareholders in reference to the transaction. Details about INFINT’s administrators and govt officers and their possession of INFINT’s securities is ready forth in INFINT’s filings with the SEC, together with INFINT’s Annual Report on Type 10-Ok for the fiscal 12 months ended December 31, 2021, which was filed with the SEC on March 23, 2022. To the extent that such individuals’ holdings of INFINT’s securities have modified for the reason that quantities disclosed in INFINT’s Annual Report on Type 10-Ok, such adjustments have been or will probably be mirrored on Statements of Change in Possession on Type 4 filed with the SEC. Further data concerning the names and pursuits within the transaction of INFINT’s and Seamless’ respective administrators and officers and different individuals who could also be deemed contributors within the transaction could also be obtained by studying the proxy assertion/prospectus concerning the transaction when it turns into obtainable. You could get hold of free copies of those paperwork as described within the previous paragraph.
Cautionary Assertion Concerning Ahead-Trying Statements
This press launch accommodates sure forward-looking statements throughout the that means of the federal securities legal guidelines with respect to the transaction between Seamless and INFINT, together with statements concerning the advantages of the transaction, the anticipated timing of the completion of the transaction, the companies supplied by Seamless and the markets through which it operates, the anticipated whole addressable marketplace for the companies supplied by Seamless, the sufficiency of the web proceeds of the proposed transaction to fund Seamless’ operations and marketing strategy and Seamless’ projected future outcomes. These forward-looking statements usually are recognized by the phrases “consider,” “venture,” “anticipate,” “anticipate,” “estimate,” “intend,” “technique,” “future,” “alternative,” “plan,” “could,” “ought to,” “will,” “would,” “will probably be,” “will proceed,” “will seemingly consequence,” and related expressions. Ahead-looking statements are predictions, projections and different statements about future occasions which are based mostly on present expectations and assumptions and, in consequence, are topic to dangers and uncertainties. Many components might trigger precise future occasions to vary materially from the forward-looking statements on this doc, together with, however not restricted to: (i) the danger that the transaction might not be accomplished in a well timed method or in any respect; (ii) the danger that the transaction might not be accomplished by INFINT’s enterprise mixture deadline and the potential failure to acquire an extension of the enterprise mixture deadline if sought by INFINT; (iii) the failure to fulfill the situations to the consummation of the transaction, together with the adoption of the enterprise mixture settlement by the shareholders of INFINT and Seamless, the satisfaction of the minimal belief account quantity following redemptions by INFINT’s public shareholders and the receipt of sure governmental and regulatory approvals; (iv) the dearth of a third-party valuation in figuring out whether or not or to not pursue the transaction; (v) the incidence of any occasion, change or different circumstance that would give rise to the termination of the enterprise mixture settlement; (vi) the impact of the announcement or pendency of the transaction on Seamless’ enterprise relationships, efficiency, and enterprise usually; (vii) dangers that the transaction disrupts present plans and operations of Seamless in consequence; (viii) the end result of any authorized proceedings which may be instituted in opposition to Seamless, INFINT or others associated to the enterprise mixture settlement or the transaction; (ix) the flexibility to fulfill New York Inventory Alternate itemizing requirements at or following the consummation of the transaction; (x) the flexibility to acknowledge the anticipated advantages of the transaction, which can be affected by quite a lot of components, together with adjustments within the aggressive and extremely regulated industries through which Seamless operates, variations in efficiency throughout rivals and companions, adjustments in legal guidelines and laws affecting Seamless’ enterprise and the flexibility of Seamless and the post-combination firm to retain its administration and key workers; (xi) the flexibility to implement enterprise plans, forecasts, and different expectations after the completion of the transaction (xii) the danger that Seamless could fail to maintain tempo with fast technological developments to offer new and revolutionary services and products or make substantial investments in unsuccessful new services and products; (xiii) the flexibility to draw new customers and retain present customers with the intention to proceed to develop; (xiv) Seamless’ capacity to combine its companies with quite a lot of working techniques, networks and gadgets; (xv) the danger that Seamless might want to increase extra capital to execute its marketing strategy, which might not be obtainable on acceptable phrases or in any respect; (xvi) the danger that the post-combination firm experiences difficulties in managing its progress and increasing operations; (xvii) the danger of product legal responsibility or regulatory lawsuits or proceedings regarding Seamless’ enterprise; (xviii) the danger of cyber safety or international change losses; (xix) the danger that Seamless is unable to safe or defend its mental property; (xx) the results of COVID-19 or different public well being crises on Seamless’ enterprise and outcomes of operations and the worldwide economic system usually; and (xxi) prices associated to the transaction. The foregoing checklist of things just isn’t exhaustive. It is best to fastidiously take into account the foregoing components and the opposite dangers and uncertainties described within the “Danger Elements” part of INFINT’s Annual Report on Type 10-Ok, Quarterly Studies on Type 10-Q, the registration assertion on Type S-4 and proxy assertion/prospectus mentioned above and different paperwork filed by INFINT on occasion with the SEC. These filings determine and tackle different essential dangers and uncertainties that would trigger precise occasions and outcomes to vary materially from these contained within the forward-looking statements. Ahead-looking statements communicate solely as of the date they’re made. Readers are cautioned to not put undue reliance on forward-looking statements, and Seamless and INFINT assume no obligation and don’t intend to replace or revise these forward-looking statements, whether or not because of new data, future occasions, or in any other case. Neither Seamless nor INFINT offers any assurance that both Seamless or INFINT will obtain its expectations.
No Provide or Solicitation
This press launch just isn’t a proxy assertion or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction and shall not represent a suggestion to promote or a solicitation of a suggestion to purchase the securities of INFINT or Seamless, nor shall there be any sale of any such securities in any state or jurisdiction through which such provide, solicitation, or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of such state or jurisdiction. No provide of securities shall be made besides via a prospectus assembly the necessities of Part 10 of the Securities Act, or exemptions therefrom.
Non-GAAP Monetary Measures
This press launch makes use of EBITDA, which is a Non-GAAP monetary measure, to current the monetary efficiency of Seamless. Non-GAAP monetary measures ought to be considered along with, and never in its place for, Seamless’ working outcomes or money stream from operations or some other measure of efficiency as decided in accordance with GAAP. We consider the Non-GAAP monetary measures are helpful to buyers as a result of such outcomes present insights into underlining traits in Seamless’ enterprise. The presentation of those measures might not be similar to equally titled measures of different corporations’ stories. It is best to evaluation Seamless’ audited monetary statements, which will probably be included within the registration assertion to be filed in reference to the proposed transactions.
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