| Reverse Recapitalization and Related Transactions |
3 Reverse Recapitalization and Related Transactions
The
Merger Sub merged with and into Seamless on the Closing Date, as described in Note 1, Business Combination. Seamless survived
the merger as a wholly owned subsidiary of INFINT, and INFINT changed its name to Currenc.
Prior
to the closing of the Business Combination, Seamless had 58,030,000 shares outstanding and the following transactions occurred immediately
prior to the Closing:
| ● | Divested
(a) TNG (Asia) Ltd., (b) Future Network Technology Investment Co., Ltd. and (c) GEA Holdings
Limited, such that these entities are no longer affiliates; |
| ● | Acquired
an additional ownership share in Dynamic Indonesia Holdings Limited (“Dynamic Indonesia”),
the parent company of the WalletKu operating group, through the exercise by the holder of
a put option for 772,970 Seamless shares, such that Seamless controls 82.2% of Walletku (see
Note 19 for more information); |
| ● | the
applicable holder thereof to exercise, its right to convert Seamless’ outstanding bonds
payable into 2,736,287 common shares of Seamless; |
| ● | 6,093,000
Seamless shares were issued into a Trust subject to the employee Share Incentive Plan; |
| ● | For
the purposes of splitting Seamless, GEA and TNG, a one-for-nine share repurchase exercise
was undertaken and resulted in 6,153,926 shares repurchased; |
| ● | After
all the above transactions, Seamless had a total of 61,478,331 shares outstanding. |
CURRENC
GROUP INC. AND SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3 | Reverse
Recapitalization and Related Transactions (Continued) |
At
the effective time of the Reverse Recapitalization:
| ● | The
outstanding common shares of Seamless were exchanged for 40,000,000 ordinary shares of the
Company issued at $10.00 per share (the “Exchange Consideration Shares”); |
| ● | The
Company converted Class B ordinary shares previously issued to the Sponsor (“Sponsor
Shares”), 1,250,058 Class B ordinary shares previously issued to other founders (“Other
Converted Shares”) and 99,999 Class B ordinary shares issued to the underwriters (“Representative
Shares”) into , 1,250,058 and 99,999 ordinary shares, respectively. Class B
ordinary shares ceased to exist after the Reverse Recapitalization; |
| ● | In
connection with the Closing, the Company issued 200,000 shares to vendors and issued promissory
notes for an aggregate of approximately $9.5 million to EF Hutton, Greenberg Traurig, and
the Sponsor (see Note 1, Business Combination, for more details); |
| ● | As
described in Note 1, Business Combination, the Company raised $1.75 million in net
proceeds from the PIPE Offering by issuing a Convertible Note with a principal of $1.94 million,
400,000 Commitment Shares, and 136,110 Warrants to purchase 136,110 ordinary shares in a
private placement to a PIPE investor (see Note 10, Convertible bonds and note, for
more information); |
| ● | The
Company’s outstanding 94,916 Public Shares, 7,796,842 Private Warrants, and 9,999,880
Public Warrants were still outstanding at the time of the Close. |
Immediately
following the Reverse Recapitalization and the PIPE Financing, the Company had 46,527,999 ordinary shares and 17,932,892 warrants outstanding.
The
number of Currenc ordinary shares issued and outstanding immediately following the consummation of the Reverse Recapitalization were
as follows:
Schedule
of ordinary shares issued and outstanding
| Exchange Consideration Shares | |
| 40,000,000 | |
| Public Shares | |
| 94,916 | |
| Sponsor Shares | |
| | |
| Other Converted Shares | |
| 1,250,058 | |
| Representative Shares | |
| 99,999 | |
| Vendor Shares | |
| 200,000 | |
| PIPE Commitment Shares | |
| 400,000 | |
| Total Shares issued and outstanding | |
| 46,527,999 | |
At
the closing of the Business Combination, $56.0 million remained in the Company’s trust account, of which $54.8 million was used
to pay public shareholders who exercised redemption rights, $0.8 million was used to pay outstanding fees and expenses of INFINT incurred
in connection with the Business Combination, and $0.3 million was used to partially repay deferred underwriting fees, with no balance
remaining for working capital and general corporate purposes of Currenc.
Simultaneous
with the closing of the Business Combination, Currenc completed the PIPE Offering, resulted in gross proceeds of $1.75 million, of which
$0.8 million was used to pay outstanding fees and expenses of INFINT, $0.5 million was used to pay a directors and officers insurance
premium, and $0.4 million was used to pay outstanding fees and expenses of Seamless.
Due
to their subjective nature, any potential transaction-related costs (including legal, accounting and other professional fees) have been
expensed as incurred on the respective company’s financial statements. Pre-Closing costs of INFINT were expensed as incurred in
their records and are recorded to additional paid-in capital upon Reverse Recapitalization. Pre-Closing costs of Seamless were expensed
as incurred and are included in the historical financial statements presented. Post-Closing, any such costs of Currenc are being expensed
as incurred in the financial statements presented.
The
net liabilities of INFINT were recognized at their carrying value immediately prior to the Closing with no goodwill or other intangible
assets recorded and were as follows:
Schedule
other intangible assets
| |
|
|
|
|
| Cash
overdraft |
|
$ |
(187 |
) |
| Accrued
expenses |
|
|
(5,364,533 |
) |
| Accrued
expenses - Sponsor (1) |
|
|
(278,623 |
) |
| Accrued
expenses |
|
|
(278,623 |
) |
| Deferred
underwriter fee payable |
|
|
(5,699,964 |
) |
| Promissory
note - Sponsor |
|
|
(325,000 |
) |
| Promissory
note - Seamless (2) |
|
|
(500,291 |
) |
| Promissory
note |
|
|
(500,291 |
) |
| Net
liabilities assumed |
|
$ |
(12,168,598 |
) |
| |
(1) |
Converted
into new promissory note - Sponsor upon the Closing of the Business Combination. |
| |
(2) |
Eliminates
against the corresponding receivable reflected by Seamless. |
CURRENC
GROUP INC. AND SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|