CURRENC GROUP INC., S-1/A filed on 3/6/2025
Securities Registration Statement
v3.25.0.1
Cover
 9 Months Ended
Sep. 30, 2024
Entity Addresses [Line Items]  
Document Type S-1/A
Amendment Flag true
Amendment Description AMENDMENT NO. 1
Entity Registrant Name CURRENC GROUP INC.
Entity Central Index Key 0001862935
Entity Tax Identification Number 98-1602649
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One 410 North Bridge Road
Entity Address, City or Town SPACES City Hall
City Area Code +65
Local Phone Number 6407-7362
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Business Contact [Member]  
Entity Addresses [Line Items]  
Entity Address, Address Line One 122 East 42nd Street
Entity Address, Address Line Two 18th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10168
City Area Code +1
Local Phone Number 800-221-0102
Contact Personnel Name Cogency Global Inc.
v3.25.0.1
Condensed Balance Sheets - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Current assets:      
Cash and cash equivalents $ 49,060,421 $ 48,516,765  
Short-term investments 300,000  
Restricted cash 42,421 5,428,790  
Accounts receivable, net 2,640,862 2,450,871  
Prepayments to remittance agents 137,854  
Escrow money receivable 5,014,829  
Prepayments, receivables and other assets 26,957,511 34,225,239  
Total current assets 82,532,410 103,361,724  
Non-current assets:      
Investment in an equity security 100,000  
Equipment, net 955,975 1,016,490  
Right-of-use asset 29,725 154,234  
Intangible assets, net 3,771,256 9,191,713  
Goodwill 26,999,726 27,001,383  
Deferred tax assets 675,420 664,888  
Total non-current assets 32,432,102 38,128,708  
Total assets 114,964,512 141,490,432  
Current liabilities:      
Borrowings 20,137,666 17,804,093  
Receivable factoring 624,227 423,483  
Escrow money payable 360,207  
Client money payable 4,645,290  
Accounts payable, accruals and other payables 35,657,510 53,988,231  
Convertible bonds 1,750,000 10,000,000  
Lease liabilities 25,272 152,325  
Total current liabilities 136,664,051 173,862,148  
Non-current liabilities:      
Borrowings 2,506,974  
Deferred tax liabilities 969,460 1,246,760  
Employee benefit obligation 59,849 59,849  
Lease liabilities 6,098  
Total non-current liabilities 1,035,407 3,813,583  
Total liabilities 137,699,458 177,675,731  
Commitments and contingencies (Note 22)    
Mezzanine equity 2,957,948  
Shareholders’ deficit:      
Common stock, value [1] 4,653 3,398  
Additional paid-in capital [1] 57,056,967 29,227,005  
Accumulated deficit (103,857,748) (92,075,379)  
Accumulated other comprehensive income (158,585) 88,366  
Total shareholders’ deficit attributable to Seamless Group Inc. (46,954,713) (62,756,610)  
Non-controlling interests 24,219,767 23,613,363  
Total deficit (22,734,946) (39,143,247) $ (24,735,379)
Total liabilities and shareholders’ deficit 114,964,512 141,490,432  
Related Party [Member]      
Current assets:      
Amounts due from related parties 3,831,195 7,287,376  
Current liabilities:      
Amounts due to related parties $ 78,469,376 86,488,519  
InFint Acquisition Corporation [Member]      
Current assets:      
Cash and cash equivalents   43,509 271,467
Prepayments, receivables and other assets   94,553
Total current assets   43,509 366,020
Non-current assets:      
Cash and marketable securities held in Trust Account   83,523,112 208,932,880
Total assets   83,566,621 209,298,900
Current liabilities:      
Working capital loan- related party   325,000
Total current liabilities   4,559,556 2,854,360
Non-current liabilities:      
Deferred underwriter fee payable   5,999,964 5,999,964
Total liabilities   10,559,520 8,854,324
Commitments and contingencies (Note 22)    
Mezzanine equity   83,523,112 208,932,880
Shareholders’ deficit:      
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding  
Additional paid-in capital  
Accumulated deficit   (10,516,594) (8,488,887)
Total shareholders’ deficit attributable to Seamless Group Inc.   (10,516,011) (8,488,304)
Total deficit   (10,516,011) (8,488,304)
Total liabilities and shareholders’ deficit   83,566,621 209,298,900
InFint Acquisition Corporation [Member] | Common Class A [Member]      
Shareholders’ deficit:      
Common stock, value  
InFint Acquisition Corporation [Member] | Common Class B [Member]      
Shareholders’ deficit:      
Common stock, value   583 583
InFint Acquisition Corporation [Member] | Related Party [Member]      
Current liabilities:      
Accrued expenses - related party   256,407 66,587
InFint Acquisition Corporation [Member] | Nonrelated Party [Member]      
Current liabilities:      
Accrued expenses - related party   3,978,149 2,787,773
Seamless Group Inc [Member]      
Current assets:      
Cash and cash equivalents   48,516,765 62,798,729 [2]
Short-term investments   300,000 2,000,000 [2]
Restricted cash   5,428,790 6,756,989 [2]
Accounts receivable, net   2,450,871 3,067,697 [2]
Prepayments to remittance agents   137,854 92,485 [2]
Escrow money receivable   5,014,829 4,443,985 [2]
Prepayments, receivables and other assets   34,225,239 37,563,550 [2]
Total current assets   103,361,724 121,206,663 [2]
Non-current assets:      
Investment in an equity security   100,000 100,000 [2]
Equipment, net   1,016,490 1,321,621 [2]
Right-of-use asset   154,234 342,432 [2]
Intangible assets, net   9,191,713 9,849,778 [2]
Goodwill   27,001,383 27,001,383 [2]
Deferred tax assets   664,888 768,617 [2]
Total non-current assets   38,128,708 39,383,831 [2]
Total assets   141,490,432 160,590,494 [2]
Current liabilities:      
Borrowings   17,804,093 13,404,390 [2]
Receivable factoring   423,483 677,640 [2]
Escrow money payable   360,207 250,013 [2]
Client money payable   4,645,290 6,250,070 [2]
Accounts payable, accruals and other payables   53,988,231 58,946,385 [2]
Convertible bonds   10,000,000 9,192,140 [2]
Lease liabilities   152,325 174,061 [2]
Total current liabilities   173,862,148 172,652,016 [2]
Non-current liabilities:      
Borrowings   2,506,974 7,879,279 [2]
Deferred tax liabilities   1,246,760 1,616,343 [2]
Employee benefit obligation   59,849 61,392 [2]
Other payables   158,895 [2]
Lease liabilities   152,325  
Total non-current liabilities   3,813,583 9,715,909 [2]
Total liabilities   177,675,731 182,367,925 [2]
Commitments and contingencies (Note 22)    
Mezzanine equity   2,957,948 2,957,948 [2]
Shareholders’ deficit:      
Common stock, value   58,030 58,030 [2]
Additional paid-in capital   29,172,373 29,172,373 [2]
Accumulated deficit   (92,075,379) (76,768,829) [2]
Accumulated other comprehensive income   88,366 61,298 [2]
Total shareholders’ deficit attributable to Seamless Group Inc.   (62,756,610) (47,477,128) [2]
Non-controlling interests   23,613,363 22,741,749 [2]
Total deficit   (39,143,247) (24,735,379) [2]
Total liabilities and shareholders’ deficit   141,490,432 160,590,494 [2]
Seamless Group Inc [Member] | Related Party [Member]      
Current assets:      
Amounts due from related parties   7,287,376 4,483,228 [2]
Current liabilities:      
Amounts due to related parties   $ 86,488,519 $ 83,757,317 [2]
[1] Retrospectively restated to reflect Reverse Recapitalization - see Note 2.
[2] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Condensed Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2023
Dec. 31, 2022
Common shares, par value $ 0.0001  
Common shares, shares authorized 555,000,000  
Ordinary shares, shares outstanding 33,980,753  
InFint Acquisition Corporation [Member]    
Class A ordinary shares subject to possible redemption, shares 7,408,425 19,999,880
Preferred shares, par value $ 0.0001 $ 0.0001
Preferred shares, shares authorized 5,000,000 5,000,000
Preferred shares, shares issued 0 0
Preferred shares, shares outstanding 0 0
InFint Acquisition Corporation [Member] | Common Class A [Member]    
Class A ordinary shares subject to possible redemption, shares 7,408,425 19,999,880
Common shares, par value $ 0.0001 $ 0.0001
Common shares, shares authorized 500,000,000 500,000,000
Ordinary shares, shares issued 0 0
Ordinary shares, shares outstanding 0 0
InFint Acquisition Corporation [Member] | Common Class B [Member]    
Common shares, par value $ 0.0001 $ 0.0001
Common shares, shares authorized 50,000,000 50,000,000
Ordinary shares, shares issued 5,833,083 5,833,083
Ordinary shares, shares outstanding 5,833,083 5,833,083
Seamless Group Inc [Member]    
Common shares, par value $ 0.001 $ 0.001
Common shares, shares authorized 58,030,000 58,030,000
Ordinary shares, shares issued 58,030,000 58,030,000
Ordinary shares, shares outstanding 58,030,000 58,030,000
v3.25.0.1
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Revenue $ 11,259,716 $ 12,736,547 $ 35,370,503 $ 39,901,966    
Cost of revenue (8,124,542) (8,597,348) (24,030,794) (26,692,493)    
Gross profit 3,135,174 4,139,199 11,339,709 13,209,473    
Selling expenses 3,649 3,736 13,408 22,635    
General and administrative expenses 19,061,439 6,450,397 30,026,776 18,823,918    
Loss from operations (15,929,914) (2,314,934) (18,700,475) (5,637,080)    
Other income:            
Finance costs, net (3,855,555) (1,496,968) (7,682,277) (4,651,844)    
Other income 15,010,449 241,300 15,548,629 363,021    
Other expenses (160,362) (18,078) (200,096) (65,542)    
Loss before income tax (4,935,382) (3,588,680) (11,034,219) (9,991,445)    
Income tax expense (86,043) (226,432) (226,472) (455,652)    
Net loss (5,021,425) (3,815,112) (11,260,691) (10,447,097)    
Net income attributable to non-controlling interests 60,419 (15,333) (549,476) (464,162)    
Net loss attributable to Seamless Group Inc. $ (4,961,006) $ (3,830,445) $ (11,810,167) $ (10,911,259)    
Shares used in loss per share computation, basic [1] 38,163,168 33,980,753 35,374,891 33,980,753    
Shares used in loss per share computation, diluted [1] 38,163,168 33,980,753 35,374,891 33,980,753    
Loss per share, basic [1] $ (0.13) $ (0.11) $ (0.33) $ (0.32)    
Loss per share,diluted [1] $ (0.13) $ (0.11) $ (0.33) $ (0.32)    
Other comprehensive income (loss):            
Foreign currency translation adjustments $ (72,055) $ (15,613) $ (190,023) $ 388,513    
Total comprehensive loss (5,093,480) (3,830,725) (11,450,714) (10,058,584)    
Total comprehensive income attributable to non-controlling interests 18,291 (5,128) (606,404) (449,339)    
Total comprehensive loss attributable to Seamless Group Inc. $ (5,075,189) $ (3,835,853) $ (12,057,118) $ (10,507,923)    
InFint Acquisition Corporation [Member]            
Formation and operating costs         $ 1,819,312 $ 3,756,538
Administrative expenses from related party         208,395 287,618
Loss from operations         (2,027,707) (4,044,156)
Other income:            
Interest earned on marketable securities held in Trust Account         5,175,207 2,932,192
Net loss         3,147,500 (1,111,964)
InFint Acquisition Corporation [Member] | Common Class A [Member]            
Other income:            
Net loss         $ (2,003,234) $ 860,883
Shares used in loss per share computation, basic         10,024,516 19,999,880
Shares used in loss per share computation, diluted         10,024,516 19,999,880
Loss per share, basic         $ 0.20 $ (0.04)
Loss per share,diluted         $ 0.20 $ (0.04)
InFint Acquisition Corporation [Member] | Common Class B [Member]            
Other income:            
Net loss         $ (1,165,646) $ 251,081
Shares used in loss per share computation, basic         5,833,083 5,833,083
Shares used in loss per share computation, diluted         5,833,083 5,833,083
Loss per share, basic         $ 0.20 $ (0.04)
Loss per share,diluted         $ 0.20 $ (0.04)
Seamless Group Inc [Member]            
Revenue         $ 53,255,361 $ 55,500,917
Cost of revenue         (35,899,057) (39,880,947)
Gross profit         17,356,304 15,619,970
Selling expenses         25,880 95,174
General and administrative expenses         23,976,209 25,539,467
Loss from operations         (6,645,785) (10,014,671)
Other income:            
Finance costs, net         (8,002,552) (8,200,112)
Other income         839,606 3,405,486
Other expenses         (85,574) (802,634)
Loss before income tax         (13,894,305) (15,611,931)
Income tax expense         (523,481) (113,782)
Net loss         (14,417,786) (15,725,713) [2]
Net income attributable to non-controlling interests         (888,764) (952,422)
Net loss attributable to Seamless Group Inc.         $ (15,306,550) $ (16,678,135)
Shares used in loss per share computation, basic         58,030,000 58,030,000
Shares used in loss per share computation, diluted         58,030,000 58,030,000
Loss per share, basic         $ (0.26) $ (0.29)
Loss per share,diluted         $ (0.26) $ (0.29)
Other comprehensive income (loss):            
Foreign currency translation adjustments         $ 10,608 $ 2,402
Total comprehensive loss         (14,407,178) (15,723,311)
Total comprehensive income attributable to non-controlling interests         (871,614) (966,184)
Total comprehensive loss attributable to Seamless Group Inc.         $ (15,278,792) $ (16,689,495)
[1] Retrospectively restated to reflect Reverse Recapitalization - see Note 2.
[2] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Condensed Consolidated Statements of Changes in Shareholders' Deficit - USD ($)
Common Stock [Member]
Common Class A [Member]
InFint Acquisition Corporation [Member]
Common Stock [Member]
Common Class B [Member]
InFint Acquisition Corporation [Member]
Common Stock [Member]
Previously Reported [Member]
Common Stock [Member]
Revision of Prior Period, Adjustment [Member]
Common Stock [Member]
Common Stock [Member]
Seamless Group Inc [Member]
Additional Paid-in Capital [Member]
InFint Acquisition Corporation [Member]
Additional Paid-in Capital [Member]
Previously Reported [Member]
Additional Paid-in Capital [Member]
Revision of Prior Period, Adjustment [Member]
Additional Paid-in Capital [Member]
Additional Paid-in Capital [Member]
Seamless Group Inc [Member]
Retained Earnings [Member]
InFint Acquisition Corporation [Member]
Retained Earnings [Member]
Previously Reported [Member]
Retained Earnings [Member]
Revision of Prior Period, Adjustment [Member]
Retained Earnings [Member]
Retained Earnings [Member]
Seamless Group Inc [Member]
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Previously Reported [Member]
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Revision of Prior Period, Adjustment [Member]
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Seamless Group Inc [Member]
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Previously Reported [Member]
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Revision of Prior Period, Adjustment [Member]
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Seamless Group Inc [Member]
Total Shareholders' Deficit [Member]
Previously Reported [Member]
Total Shareholders' Deficit [Member]
Revision of Prior Period, Adjustment [Member]
Total Shareholders' Deficit [Member]
Total Shareholders' Deficit [Member]
Seamless Group Inc [Member]
Noncontrolling Interest [Member]
Previously Reported [Member]
Noncontrolling Interest [Member]
Revision of Prior Period, Adjustment [Member]
Noncontrolling Interest [Member]
Noncontrolling Interest [Member]
Seamless Group Inc [Member]
Common Class A [Member]
InFint Acquisition Corporation [Member]
Common Class B [Member]
InFint Acquisition Corporation [Member]
InFint Acquisition Corporation [Member]
Previously Reported [Member]
Revision of Prior Period, Adjustment [Member]
Total
Seamless Group Inc [Member]
Balance at Dec. 31, 2021 $ 583       $ 58,030       $ 29,172,373 $ (4,442,807)       $ (60,090,694)       $ 52,457             $ (30,807,834)       $ 22,714,083     $ (4,442,224)       $ (8,093,751)
Balance, shares at Dec. 31, 2021 5,833,083       58,030,000                                                                  
Accretion of Class A ordinary shares to redemption value         (2,999,982)         (2,934,116)                                             (5,934,098)        
Contribution for extension         2,999,982                                                     2,999,982        
Net income (loss)             (1,111,964)       (16,678,135)                   (16,678,135)       952,422 $ 860,883 $ 251,081 (1,111,964)       (15,725,713) [1]
Foreign currency translation adjustments                                 (11,360)             (11,360)       13,762             2,402
Acquisition of a subsidiary                                 (304)       20,505       20,201       973,494             993,695
Dividend to non-controlling interests                                                   (1,912,012)             (1,912,012)
Balance at Dec. 31, 2022 $ 583 $ 58,030 $ (54,632) [2] $ 3,398 $ 58,030 $ 29,172,373 $ 54,632 [2] $ 29,227,005 29,172,373 (8,488,887) $ (76,768,829) [2] $ (76,768,829) (76,768,829) $ 40,793 [2] $ 40,793 40,793 $ 20,505 [2] $ 20,505 20,505 $ (47,477,128) [2] $ (47,477,128) (47,477,128) $ 22,741,749 [2] $ 22,741,749 22,741,749     (8,488,304) $ (24,735,379) [2] $ (24,735,379) (24,735,379) [3]
Balance, shares at Dec. 31, 2022 5,833,083 58,030,000 (24,049,247) [2] 33,980,753 58,030,000                                                                  
Net income (loss)                         (3,543,442)                   (3,543,442)       203,635             (3,339,807)  
Foreign currency translation adjustments                               597,714       (692)       597,022       (12,469)             584,553  
Balance at Mar. 31, 2023         $ 3,398         29,227,005         (80,312,271)       638,507       19,813       (50,423,548)       22,932,915             (27,490,633)  
Balance, shares at Mar. 31, 2023         33,980,753                                                                    
Balance at Dec. 31, 2022 $ 583 $ 58,030 $ (54,632) [2] $ 3,398 $ 58,030 29,172,373 54,632 [2] 29,227,005 29,172,373 (8,488,887) (76,768,829) [2] (76,768,829) (76,768,829) 40,793 [2] 40,793 40,793 20,505 [2] 20,505 20,505 (47,477,128) [2] (47,477,128) (47,477,128) 22,741,749 [2] 22,741,749 22,741,749     (8,488,304) (24,735,379) [2] (24,735,379) (24,735,379) [3]
Balance, shares at Dec. 31, 2022 5,833,083 58,030,000 (24,049,247) [2] 33,980,753 58,030,000                                                                  
Net income (loss)                                                                           (10,447,097)  
Balance at Sep. 30, 2023         $ 3,398         29,227,005         (87,680,088)       444,819       19,815       (57,985,051)       23,191,088             (34,793,963)  
Balance, shares at Sep. 30, 2023         33,980,753                                                                    
Balance at Dec. 31, 2022 $ 583 $ 58,030 $ (54,632) [2] $ 3,398 $ 58,030 29,172,373 54,632 [2] 29,227,005 29,172,373 (8,488,887) (76,768,829) [2] (76,768,829) (76,768,829) 40,793 [2] 40,793 40,793 20,505 [2] 20,505 20,505 (47,477,128) [2] (47,477,128) (47,477,128) 22,741,749 [2] 22,741,749 22,741,749     (8,488,304) (24,735,379) [2] (24,735,379) (24,735,379) [3]
Balance, shares at Dec. 31, 2022 5,833,083 58,030,000 (24,049,247) [2] 33,980,753 58,030,000                                                                  
Accretion of Class A ordinary shares to redemption value         (2,540,000)         (5,175,207)                                             (7,715,207)        
Contribution for extension         2,540,000                                                     2,540,000        
Net income (loss)             3,147,500       (15,306,550)                   (15,306,550)       888,764 $ (2,003,234) $ (1,165,646) 3,147,500       (14,417,786)
Foreign currency translation adjustments                                 27,758             27,758       (17,150)             10,608
Remeasurement for the year                                       (690)       (690)                   (690)
Balance at Dec. 31, 2023 $ 583 $ 58,030 $ (54,632) $ 3,398 $ 58,030 29,172,373 54,632 29,227,005 29,172,373 (10,516,594) (92,075,379) (92,075,379) (92,075,379) 68,551 68,551 68,551 19,815 19,815 19,815 (62,756,610) (62,756,610) (62,756,610) 23,613,363 23,613,363 23,613,363     (10,516,011) (39,143,247) (39,143,247) (39,143,247)
Balance, shares at Dec. 31, 2023 5,833,083 58,030,000 (24,049,247) [2] 33,980,753 58,030,000                                                                  
Balance at Mar. 31, 2023         $ 3,398         29,227,005         (80,312,271)       638,507       19,813       (50,423,548)       22,932,915             (27,490,633)  
Balance, shares at Mar. 31, 2023         33,980,753                                                                    
Net income (loss)                         (3,537,372)                   (3,537,372)       245,194             (3,292,178)  
Foreign currency translation adjustments                               (188,280)       2       (188,278)       7,851             (180,427)  
Balance at Jun. 30, 2023         $ 3,398         29,227,005         (83,849,643)       450,227       19,815       (54,149,198)       23,185,960             (30,963,238)  
Balance, shares at Jun. 30, 2023         33,980,753                                                                    
Net income (loss)                         (3,830,445)                   (3,830,445)       15,333             (3,815,112)  
Foreign currency translation adjustments                               (5,408)             (5,408)       (10,205)             (15,613)  
Balance at Sep. 30, 2023         $ 3,398         29,227,005         (87,680,088)       444,819       19,815       (57,985,051)       23,191,088             (34,793,963)  
Balance, shares at Sep. 30, 2023         33,980,753                                                                    
Balance at Dec. 31, 2023 $ 583 $ 58,030 $ (54,632) $ 3,398 $ 58,030 29,172,373 54,632 29,227,005 29,172,373 (10,516,594) (92,075,379) (92,075,379) (92,075,379) 68,551 68,551 68,551 19,815 19,815 19,815 (62,756,610) (62,756,610) (62,756,610) 23,613,363 23,613,363 23,613,363     (10,516,011) (39,143,247) (39,143,247) (39,143,247)
Balance, shares at Dec. 31, 2023 5,833,083 58,030,000 (24,049,247) [2] 33,980,753 58,030,000                                                                  
Net income (loss)                         (3,034,984)                   (3,034,984)       403,056             (2,631,928)  
Foreign currency translation adjustments                               363,393             363,393       4,742             368,135  
Balance at Mar. 31, 2024         $ 3,398         29,227,005         (95,110,363)       431,944       19,815       (65,428,201)       24,021,161             (41,407,040)  
Balance, shares at Mar. 31, 2024         33,980,753                                                                    
Balance at Dec. 31, 2023 $ 583 $ 58,030 $ (54,632) $ 3,398 $ 58,030 $ 29,172,373 $ 54,632 29,227,005 $ 29,172,373 $ (10,516,594) $ (92,075,379) (92,075,379) $ (92,075,379) $ 68,551 68,551 $ 68,551 $ 19,815 19,815 $ 19,815 $ (62,756,610) (62,756,610) $ (62,756,610) $ 23,613,363 23,613,363 $ 23,613,363     $ (10,516,011) $ (39,143,247) (39,143,247) $ (39,143,247)
Balance, shares at Dec. 31, 2023 5,833,083 58,030,000 (24,049,247) [2] 33,980,753 58,030,000                                                                  
Net income (loss)                                                                           (11,260,691)  
Balance at Sep. 30, 2024         $ 4,653         57,056,967         (103,857,748)       (178,400)       19,815       (46,954,713)       24,219,767             (22,734,946)  
Balance, shares at Sep. 30, 2024         46,527,999                                                                    
Balance at Mar. 31, 2024         $ 3,398         29,227,005         (95,110,363)       431,944       19,815       (65,428,201)       24,021,161             (41,407,040)  
Balance, shares at Mar. 31, 2024         33,980,753                                                                    
Net income (loss)                         (3,814,177)                   (3,814,177)       206,839             (3,607,338)  
Foreign currency translation adjustments                               (496,161)             (496,161)       10,058             (486,103)  
Disposal of subsidiaries                         27,798                   27,798                   27,798  
Balance at Jun. 30, 2024         $ 3,398         29,227,005         (98,896,742)       (64,217)       19,815       (69,710,741)       24,238,058             (45,472,683)  
Balance, shares at Jun. 30, 2024         33,980,753                                                                    
Net income (loss)                         (4,961,006)                   (4,961,006)       (60,419)             (5,021,425)  
Foreign currency translation adjustments                               (114,183)             (114,183)       42,128             (72,055)  
Share-based compensation         $ 396         13,137,454                           13,137,850                   13,137  
Share-based compensation, shares         3,964,324                                                                    
Issuance of share capital (before Business Combination)         $ 206         24,349,795                           24,350,001                   24,350,001  
Issuance of share capital (before Business Combination), shares         2,054,923                                                                    
Business Combination and PIPE Financing         $ 653         (9,657,287)                           (9,656,634)                   (9,656,634)  
Business Combination and PIPE Financing, shares         6,527,999                                                                    
Balance at Sep. 30, 2024         $ 4,653         $ 57,056,967         $ (103,857,748)       $ (178,400)       $ 19,815       $ (46,954,713)       $ 24,219,767             $ (22,734,946)  
Balance, shares at Sep. 30, 2024         46,527,999                                                                    
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
[2] Retrospectively restated to reflect Reverse Recapitalization - see Note 2.
[3] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Condensed Statements of Cash Flows - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:        
Net loss $ (11,260,691) $ (10,447,097)    
Adjustments to reconcile net loss to net cash provided by operating activities:        
Non-cash expense for share-based compensation 13,137,850    
Non-cash expense for share issued for service providers 1,000,000    
Non-cash offering costs for convertible note 2,512,000    
Non-cash finance cost for debt conversion 340,159    
Amortization of discount on convertible bonds 801,692    
Depreciation of equipment and software 420,642 466,229    
Depreciation of right-of-use assets 131,378 132,117    
Amortization of intangible assets 2,184,996 2,292,031    
Goodwill impairment 1,657    
Deferred income taxes (119,078)    
Disposal of subsidiaries including gain (21,737,480)    
Unrealized foreign exchange loss/(gain) 1,586,780 101,609    
Changes in operating assets and liabilities:        
Accounts receivable (147,011) 568,655    
Prepayments, receivables and other assets 6,093,059 8,531,594    
Escrow money payable 10,373 101,382    
Client money payable (416,198) (801,190)    
Accounts payable, accruals and other payables (9,028,919) (11,826,195)    
Amount due from a director 1,427,640    
Amounts due from related parties (1,842,634) (2,416,376)    
Amounts due to related parties 4,034,054 (1,147,877)    
Interest payable on convertible bonds 2,798,675    
Net cash (used in)/provided by operating activities (11,671,423) (10,844,751)    
Cash flows from investing activities:        
Decrease in short-term investments (365,224) (174,303)    
Net cash provided by/(used in) investing activities (365,224) (174,303)    
Cash flows from financing activities:        
Proceeds from convertible note 1,750,000    
(Decrease) increase in bank overdrafts 568,100    
Proceeds from borrowings 640,145 1,250,741    
Repayment of borrowings (220,986) (1,492,925)    
Proceeds from receivable factoring 1,604,828 1,580,109    
Repayment of receivable factoring (1,452,946) (1,908,489)    
Payment of principal elements of lease liabilities (136,094) (126,520)    
Payment of interest elements of lease liabilities (5,842) (19,082)    
Net cash used in financing activities 2,179,105 (148,066)    
Net (decrease)/increase in cash and cash equivalents (9,857,542) (11,167,120)    
Cash and cash equivalents, restricted cash and escrow money receivable at beginning of year 58,960,384 73,999,703 $ 73,999,703  
Cash and cash equivalents, restricted cash and escrow money receivable at end of year 49,102,842 62,832,583 58,960,384 $ 73,999,703
Supplemental disclosure of cash flow information:        
Income taxes received/(paid) (345,550) (30,151)    
Interest paid (972,448) (1,169,664)    
Supplemental disclosure of non-cash investing and financing activities:         
Net liabilities assumed upon Closing of Business Combination 12,168,598    
Issuance of Common stock upon acquisition of equity interest 5,348,515    
Issuance of Common stock upon conversion of convertible bond 17,001,486    
InFint Acquisition Corporation [Member]        
Cash flows from operating activities:        
Net loss     3,147,500 (1,111,964)
Adjustments to reconcile net loss to net cash provided by operating activities:        
Interest earned on securities held in Trust Account     (5,175,207) (2,932,192)
Changes in operating assets and liabilities:        
Prepaid insurance     94,553 509,554
Accrued expenses     1,190,376 2,711,299
Accrued expenses - related party     189,820 66,587
Net cash (used in)/provided by operating activities     (552,958) (756,716)
Cash flows from investing activities:        
Cash withdrawn from Trust Account in connection with redemption     133,124,975
Decrease in short-term investments     (2,540,000) (2,999,982)
Net cash provided by/(used in) investing activities     130,584,975 (2,999,982)
Cash flows from financing activities:        
Redemption of Class A ordinary shares     (133,124,975)
Contribution for extension     2,540,000 2,999,982
Proceeds from working capital loan- related party     325,000
Net cash used in financing activities     (130,259,975) 2,999,982
Net (decrease)/increase in cash and cash equivalents     (227,958) (756,716)
Cash and cash equivalents, restricted cash and escrow money receivable at beginning of year 43,509 271,467 271,467 1,028,183
Cash and cash equivalents, restricted cash and escrow money receivable at end of year     43,509 271,467
Supplemental disclosure of non-cash investing and financing activities:         
Accretion of Class A ordinary shares to redemption value     7,715,207 5,934,098
Seamless Group Inc [Member]        
Cash flows from operating activities:        
Net loss     (14,417,786) (15,725,713) [1]
Adjustments to reconcile net loss to net cash provided by operating activities:        
Amortization of discount on convertible bonds     807,860 3,438,950 [1]
Depreciation of equipment and software     607,138 701,262 [1]
Depreciation of right-of-use assets     183,198 170,443 [1]
Amortization of intangible assets     3,200,843 3,525,388 [1]
Step acquisition of a subsidiary     (2,129,515) [1]
Deferred income taxes     494,737 113,782 [1]
Gain on disposal of fixed assets     (36,519) [1]
Unrealized foreign exchange loss/(gain)     (65,981) 543,277 [1]
Changes in operating assets and liabilities:        
Accounts receivable     605,202 255,732 [1]
Prepayments to remittance agents     (45,631) [1]
Amounts due to immediate holding company     (391,432) [1]
Amounts due from related parties     (5,348,525) (3,418,880) [1]
Prepayments, receivables and other assets     2,502,972 (5,796,690) [1]
Escrow money payable     80,006 94,918 [1]
Client money payable     (1,593,194) 544,998 [1]
Accounts payable, accruals and other payables     4,827,110 12,249,700 [1]
Amounts due to related parties     3,149,825 38,769,225 [1]
Lease liabilities     (192,097) (155,561) [1]
Net cash (used in)/provided by operating activities     (15,286,494) 8,681,916 [1]
Cash flows from investing activities:        
Purchases of property, plant and equipment     (291,856) (532,332) [1]
Proceed received from disposal of property, plant and equipment     36,679 [1]
Decrease in short-term investments     1,700,000 [1]
Acquisition of a subsidiary     (200,000) [1]
Net cash provided by/(used in) investing activities     1,444,823 (732,332) [1]
Cash flows from financing activities:        
Dividend paid     (1,912,014) [1]
(Decrease) increase in bank overdrafts     (27,861) [1]
Proceeds from borrowings     1,251,752 1,481,263 [1]
Repayment of borrowings     (2,212,067) (2,242,961) [1]
Proceeds from receivable factoring     2,210,415 3,230,844 [1]
Repayment of receivable factoring     (2,447,748) (2,796,291) [1]
Repayment of convertible bonds     (3,500,000) [1]
Payment of principal elements of lease liabilities     (61,048)
Net cash used in financing activities     (1,197,648) (5,767,020) [1]
Net (decrease)/increase in cash and cash equivalents     (15,039,319) 2,182,564 [1]
Cash and cash equivalents, restricted cash and escrow money receivable at beginning of year $ 58,960,384 $ 73,999,703 [1] 73,999,703 [1] 71,817,139 [1]
Cash and cash equivalents, restricted cash and escrow money receivable at end of year     58,960,384 73,999,703 [1]
Supplemental disclosure of cash flow information:        
Income taxes received/(paid)     761,333 (1,203,790) [1]
Interest paid     $ (1,819,174) $ (1,351,939) [1]
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Organization and business
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Organization and business

 

1 Organization and business

 

Currenc Group Inc. (the “Company”) is a limited liability company incorporated in the Cayman Islands on March 8, 2021. It is an investment holding company headquartered in Singapore.

 

The Company was originally a publicly traded special purpose acquisition company named INFINT Acquisition Corporation (“INFINT”) formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities.

 

Initial Public Offering

 

On November 23, 2021, INFINT consummated its initial public offering (the “Initial Public Offering”) of 17,391,200 units (each a “Unit”) at a price of $10.00 per Unit and the sale of 7,032,580 private placement warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement (the “Private Placement”) to the Sponsor that closed simultaneously with the closing of the Initial Public Offering. On November 23, 2021, the Underwriters exercised their over-allotment option in full, according to which INFINT consummated the sale of an additional 2,608,680 Units, at $10.00 per Unit, and the sale of an additional 764,262 Private Warrants, at $1.00 per Private Warrant. Following the closing of the over-allotment option, INFINT generated total gross proceeds of $207,795,642 from the Initial Public Offering and the Private Placement, of which INFINT raised $199,998,800 in the Initial Public Offering, $7,796,842 in the Private Placement and of which $202,998,782 was placed in INFINT’s Trust Account with Continental Stock Transfer & Company as trustee, established for the benefit of INFINT’s public shareholders. The Underwriters received a cash underwriting discount of (i) one and one-quarter percent (1.25%) of the gross proceeds of the Initial Public Offering, or $2,499,985, and (ii) one half of a percent (0.5%) in the form of representative shares (69,999 INFINT Class B ordinary shares to EF Hutton and 30,000 INFINT Class B ordinary shares to JonesTrading). In addition, the Underwriters were entitled to a deferred fee of three percent (3.00%) of the gross proceeds of the Initial Public Offering, or $5,999,964, upon the closing of the Business Combination, pursuant to the underwriting agreement dated November 18, 2021 (the “Underwriting Agreement”). The deferred fee was partially paid in cash from the amounts held in the Trust Account and partially settled through a promissory note issued upon the closing of the Business Combination.

 

Business Combination

 

On August 30, 2024 (the “Closing Date”), INFINT, INFINT Fintech Merger Sub Corp., a Cayman Islands exempted company and wholly owned subsidiary of INFINT (“Merger Sub”), and Seamless Group Inc., a limited liability company under the laws of the Cayman Islands (along with its wholly owned subsidiaries, “Seamless”), consummated a business combination pursuant to the business combination agreement, dated as of August 3, 2022, as amended (the “Business Combination Agreement”).

 

On the Closing Date, INFINT completed a series of transactions (the “Closing”) that resulted in the combination (the “Business Combination”) of INFINT with Seamless. On August 30, 2024, pursuant to the Business Combination Agreement, the Merger Sub merged with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT, and INFINT changed its name to Currenc Group Inc. (“Currenc”). The Company’s ordinary shares are listed on the Nasdaq Capital Market under the symbol “CURR”.

 

As consideration for the Business Combination, Currenc issued to Seamless shareholders an aggregate of 40,000,000 ordinary shares (the “Exchange Consideration”). In addition, Currenc issued 400,000 commitment shares to the PIPE investor (as described below) and an aggregate of 200,000 shares to vendors in connection with the Closing, issued promissory notes for approximately $5.7 million to EF Hutton LLC (“EF Hutton”), approximately $3.2 million to Greenberg Traurig LLP (“Greenberg Traurig”), and $603,623 to INFINT Capital LLC (the “Sponsor”), and entered into a $1.75 million PIPE Offering, as set forth below.

 

Simultaneous with the closing of the Business Combination, Currenc also completed a series of private financings, issuing a Convertible Note for $1.94 million, 400,000 commitment shares, and warrants to purchase 136,110 ordinary shares in a private placement to a PIPE investor (the “PIPE Offering”), which raised $1.75 million in net proceeds.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

1 Organization and business (continued)

 

The Company’s principal subsidiaries at September 30, 2024 are set out below:

 

      Percentage of ownership held by the Company 
Company Name  Place of incorporation  Principal activities   Directly    Indirectly 
Seamless Group Inc.  Cayman Islands  Investment holding   100%     
Dynamic Investment Holdings Limited  Cayman Islands  Investment holding        100%
Bagus Fintech Pte. Ltd.  Singapore  Providing business center services   -    100%
PT Tranglo Indonesia  Indonesia  Operating money remittance business   -    60%
PT Tranglo Solusindo  Indonesia  Providing and sourcing airtime and other related services   -    60%
Tranglo (MEA) Limited  Hong Kong  Providing and sourcing airtime and other related services   -    60%
Tranglo Europe Ltd  United Kingdom  Operating money remittance business   -    60%
Tranglo Pte. Ltd.  Singapore  Operating money remittance business   -    60%
Tik FX Malaysia Sdn. Bhd.  Malaysia  Dormant   -    60%
Treatsup Sdn. Bhd.  Malaysia  Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application   -    60%
Dynamic Indonesia Holdings Limited  Cayman Islands  Investment holding   -    100%
Dynamic Indonesia Pte. Ltd.  Singapore  Retail sales via the internet and development of other software and programming activities   -    82.0%
PT Dynamic Wallet Indonesia  Indonesia  Business operations have not commenced   -    82.2%
PT Walletku Indompet Indonesia  Indonesia  (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher   -    82.2%

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

  
InFint Acquisition Corporation [Member]    
Organization and business  

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

 

InFinT Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 8, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in financial technology sections, generally headquartered in North America, Asia, Latin America, Europe and Israel. 

 

At December 31, 2023, the Company had not yet commenced any operations. All activity through December 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) and the search for a target business with which to consummate an initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

 

The Company’s sponsor is InFinT Capital LLC, a United States based sponsor group (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 18, 2021. On November 23, 2021, the Company consummated its Initial Public Offering of 19,999,880 Units (the “Units” and, with respect to the Class A ordinary share included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $199,998,800, and incurring offering costs of $9,351,106 of which $5,999,964 was for deferred underwriting commissions (see Note 6). Each Unit consists of one Class A ordinary share of the Company and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one Class A ordinary share. The Company granted the underwriter a 45-day option to purchase up to an additional 2,608,680 Units at the Initial Public Offering price to cover over-allotments, if any. Simultaneous with the close of the Initial Public Offering, the over-allotment option was exercised in full.

 

Simultaneously with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $7,796,842 (the “Private Placement”) (see Note 4).

 

Transaction costs amounted to $9,351,106, consisting of $2,499,985 of underwriting fees, $5,999,964 was for deferred underwriting commissions, $268,617 for the fair value of the representative shares and $582,540 of other offering costs.

 

Following the closing of the Initial Public Offering and the exercise of the over-allotment partially by the underwriter on November 23, 2021, an amount of $202,998,782 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants of $7,796,842 was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account, as described below.

 

 

INFINT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

The Company has listed the Units on the New York Stock Exchange (“NYSE”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the placement units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, management has agreed that $10.15 per Unit sold in the Initial Public Offering, including the proceeds of the sale of the Private Placement Warrants, will be held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

 

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed business combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

 

If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

 

The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or rights. These ordinary shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

 

 

INFINT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

 

In accordance with the provisions of the Charter and the business combination agreement among the Company, FINTECH Merger Sub Corp. (“Merger Sub”), and Seamless Group Inc., (“Seamless”), as amended (the “Business Combination Agreement”), Seamless deposited additional funds in the amount of $2,999,982 to the Company’s Trust Account on November 22, 2022 to automatically extend the date by which the Company must consummate a business combination from November 23, 2022 to February 23, 2023.

 

Initial Business Combination

 

On August 3, 2022, INFINT Acquisition Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“INFINT”), entered into the Business Combination Agreement with Merger Sub and Seamless (as amended on October 20, 2022, November 29, 2022 and February 20, 2023 and may be further amended, the “Business Combination Agreement”). The Business Combination Agreement was unanimously approved by INFINT’s board of directors. If the Business Combination Agreement is approved by INFINT’s shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless (the “Merger”), with Seamless surviving the Merger as a wholly owned subsidiary of INFINT (Seamless, as the surviving entity of the Merger, is referred to herein as “New Seamless” and such transactions are referred to collectively as the “Proposed Transactions”).

 

Under the Business Combination Agreement, holders of Seamless’ shares (“Seamless Shareholders”) are expected to receive $400,000,000 (“Seamless Value”) in aggregate consideration in the form of INFINT ordinary shares, par value $0.0001 per share (“New INFINT Ordinary Shares”), equal to the quotient obtained by dividing (i) the Seamless Value by (ii) $10.00.

 

In accordance with the provisions of the Charter and the Business Combination Agreement, as amended, Seamless deposited additional funds in the amount of $2,999,982 to the Company’s Trust Account on November 22, 2022 to automatically extend the date by which the Company must consummate an initial business combination from November 23, 2022 to February 23, 2023.

 

On February 13, 2023, the Company’s shareholders approved a special resolution (the “First Extension”) to amend the Charter to extend the date that the Company has to consummate a business combination from February 23, 2023 to August 23, 2023, or such earlier date as determined by the Company’s board of directors. Under Cayman Islands law, the amendment to the Charter took effect upon approval of the First Extension.

 

On August 18, 2023, the Company’s shareholders approved a special resolution (the “Second Extension”) to amend the Charter to extend the date that the Company has to consummate a business combination from August 23, 2023 to February 23, 2024, or such earlier date as determined by the Company’s board of directors (such date, the “Second Extended Date”). Under Cayman Islands law, the amendment to the Charter took effect upon approval of the Second Extension. In accordance with the Business Combination Agreement, as amended, additional funds in the amount of $290,000 were deposited by Seamless to the Trust Account on February 21, 2023, and the required contributions continued to be deposited on or before the 23rd day of each subsequent calendar month into the Trust Account until the Second Extended Date. In 2023, a total of $1,740,000 was deposited into the Trust Account as such required contributions. In connection with the votes to approve the Second Extension, the holders of 2,176,003 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.94 per share, for an aggregate redemption amount of approximately $23.8 million, leaving approximately $81.1 million in the Trust Account.

 

In accordance with the approval of the Second Extension, additional funds in the amount of $160,000 were deposited into the Trust Account on August 23, 2023, and the lesser of (x) $160,000 and (y) $0.04 per public share multiplied by the number of public shares outstanding on such applicable date (each date on which a Contribution is to be deposited into the trust account, a “Contribution Date”) was deposited into the Company’s Trust Account (a “Contribution”) on the 23rd day of each subsequent calendar month until the Extended Date. As of December 31, 2023, a total of $800,000 was deposited into the Trust Account as such required Contributions.

 

On February 16, 2024, the Company’s shareholders approved an amendment to the Charter to extend the date by which it has to consummate a Business Combination (the “Third Extension”) from February 23, 2024 to November 23, 2024, or such earlier date as determined by the Board (the “Third Extended Date”). Accordingly, the Company has until the Third Extended Date to consummate its initial business combination. In connection with the votes to approve the Third Extension, the holders of 2,661,404 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.36 per share, for an aggregate redemption amount of approximately $30.26 million, leaving approximately $53.97 million in the Company’s Trust Account. Accordingly, the Company now has until the Third Extended Date to consummate its initial business combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

 

In accordance with the Business Combination Agreement, as amended, additional funds in the amount of $80,000 were deposited by Seamless to the Trust Account on February 20, 2024, and the required contributions will continue to be deposited on or before the 23rd day of each subsequent calendar month into the Trust Account until the Third Extended Date or the date an initial business combination is completed.

 

The Sponsor has agreed (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the Business Combination; (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination by the Extended Date or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination by the Extended Date although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial business combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial business combination.

 

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.15 per share (whether or not the underwriter’s over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

 

The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.15).

 

 

INFINT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

Going Concern, Liquidity and Capital Resources

 

As of December 31, 2023, the Company had approximately $43,509 of cash in its operating account and working capital deficit of approximately $4,516,047.

 

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution of $25,100 from the Sponsor to purchase the Founder Shares, and a loan of $400,000 pursuant to the Note issued to the Sponsor, which was repaid on December 7, 2021 (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account.

 

Based on the foregoing, management believes that the Company expects to continue to incur significant costs in pursuit of the consummation of a Business Combination. The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from notes payable and from the issuance of common stock. The Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. However, the $43,509 in cash might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements.

 

On August 3, 2022, the Company entered into a Business Combination Agreement with Seamless, as discussed above. The Company intends to complete the proposed business combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by required liquidation date. On February 16, 2024, the Company’s shareholders approved the Third Extension to extend the date by which it has to consummate a Business Combination from February 23, 2024 to the Third Extended Date. Accordingly, the Company has until the Third Extended Date to consummate its initial business combination. In connection with the votes to approve the Third Extension, the holders of 2,661,404 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.36 per share, for an aggregate redemption amount of approximately $30.26 million, leaving approximately $53.97 million in the Company’s Trust Account. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. 

 
Seamless Group Inc [Member]    
Organization and business  

1 Organization and business 

 

Seamless Group Inc. (the “Company”) is a limited liability company incorporated in Cayman Islands. It is an investment holding company.

 

The Company’s principal subsidiaries at December 31, 2023 are set out below:

 

         Percentage of ownership held by the Company 
Company Name  Place of incorporation  Principal activities  Directly   Indirectly 
Dynamic Investment Holdings Limited  Cayman Islands  Investment holding   100%   - 
Dynamic (Asia) Group Inc.  British Virgin Islands  Investment holding   -    100%
TNG (Asia) Limited  Hong Kong  Provision of mobile electronic wallet   100%   - 
Tranglo Sdn. Bhd.  Malaysia  Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services   -    60%
未來網絡科技投資股份有限公司  Taiwan  Investment holding   -    100%
GEA Holdings Limited  Cayman Islands  Investment holding   -    100%
GEA Limited  Hong Kong  Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants   -    100%
GEA Pte Ltd.  Singapore  Transaction and payment processing services   -    100%
Bagus Fintech Pte. Ltd.  Singapore  Providing business center services   -    100%
Dynamic (Asia) Holdings Limited  Cayman Islands  Investment holding   -    100%
Dynamic FinTech Group (HK) Limited  Hong Kong  Provision of corporate governance consultancy, management and advisory services   -    100%
Tranglo Holdings Limited  Cayman Islands  Investment holding   -    100%
The WSF Group Holdings Limited  British Virgin Islands  Investment holding   -    100%
The Wall Street Factory Limited  Hong Kong  Providing business center services   -    100%
Bagus Financial Services Limited  Hong Kong  Provision of IR services and PR function events   -    100%

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1 Organization and business (Continued)

 

         Percentage of ownership held by the Company 
Company Name  Place of incorporation  Principal activities  Directly   Indirectly 
PT Tranglo Indonesia  Indonesia  Operating money remittance business   -    60%
PT Tranglo Solusindo  Indonesia  Providing and sourcing airtime and other related services   -    60%
Tranglo (MEA) Limited  Hong Kong  Providing and sourcing airtime and other related services   -    60%
Tranglo Europe Ltd  United Kingdom  Operating money remittance business   -    60%
Tranglo Pte. Ltd.  Singapore  Operating money remittance business   -    60%
Tik FX Malaysia Sdn. Bhd.  Malaysia  Dormant   -    60%
Treatsup Sdn. Bhd.  Malaysia  Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application   -    60%
Dynamic Indonesia Holdings Limited  Cayman Islands  Investment holding   -    59.2%
Dynamic Indonesia Pte. Ltd.  Singapore  Retail sales via the internet and development of other software and programming activities   -    49.8%
PT Dynamic Wallet Indonesia  Indonesia  Business operations have not commenced   -    49.9%
PT Walletku Indompet Indonesia  Indonesia  (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher   -    49.9%

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 
v3.25.0.1
Summary of significant accounting policies
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Summary of significant accounting policies

 

2 Summary of significant accounting policies

 

(a)Basis of presentation and principles of consolidation

 

The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of September 30, 2024 and the results of operations for the three and nine months ended September 30, 2024 and 2023. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the consolidated financial statements not misleading have been included. The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly do not include all of the disclosures normally made in the Company’s annual financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Seamless for the fiscal year ended December 31, 2023.

 

(b)Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

(c)Retroactive Application of Reverse Recapitalization

 

Pursuant to ASC 805-40, Reverse Acquisitions, for financial accounting and reporting purposes, Seamless was deemed the accounting acquirer with INFINT being treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the unaudited condensed consolidated financial statements of the Company represent a continuation of the financial statements of Seamless, with the Business Combination being treated as the equivalent of Seamless issuing stock for the net assets of INFINT, accompanied by a recapitalization. The net liabilities of INFINT were stated at historical cost, with no goodwill or other intangible assets recorded, and were consolidated with Seamless’ financial statements on the Closing Date. The number of Seamless common shares for all periods prior to the Closing Date have been retrospectively adjusted using the exchange ratio that was established in accordance with the Business Combination Agreement, after adjusting for the share repurchase disclosed in Note 3 (the “Exchange Ratio”).

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

2 Summary of significant accounting policies (continued)

 

Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Shareholders’ Deficit

 

Pursuant to the terms of the Business Combination Agreement, as part of the Closing, all of the issued and outstanding Seamless common shares were all converted into 40,000,000 ordinary shares of Currenc at an Exchange Ratio of 0.650635750 (after adjusting for the share repurchase).

 

Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Operations and Comprehensive Loss

 

Furthermore, based on the retroactive application of the reverse recapitalization to the Company’s Condensed Consolidated Statements of Changes in Shareholders’ Deficit, Seamless recalculated the weighted-average shares for the pre-Business Combination portion of the periods ended September 30, 2024 and 2023. The basic and diluted weighted-average Seamless common shares were retroactively converted to Currenc ordinary shares using the Exchange Ratio to conform to the recast periods (see Note 2 (j), Net income (loss) per share, for additional information).

 

Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Balance Sheets

 

Finally, to conform to the retroactive application of recapitalization to the Company’s Condensed Consolidated Statements of Changes in Shareholders’ Deficit, the Company reclassified the par value of Seamless common shares to additional paid-in capital (“APIC”), less amounts attributable to the par value of the ordinary shares as recast, as of December 31, 2023.

 

Further details of the Reverse Recapitalization are contained in Note 3, Reverse Recapitalization and Related Transactions.

 

(d)Going concern

 

The accompanying unaudited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

As of September 30, 2024, the Company had cash balances of $49.1 million, a working capital deficit of $54.1 million and net capital deficit $22.7 million. For the nine months ended September 30, 2024, the Company had a net loss of $11.3 million and net cash used in operating activities of $11.7 million. Net cash used in investing activities was $0.4 million. Net cash generated from financing activities was $2.2 million, resulting principally from proceeds of borrowings.

 

While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy.

 

(e)Use of estimates

 

The preparation of the accompanying unaudited consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, impairment of equity investee, valuation of convertible bonds and the valuation allowance for deferred tax assets. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

 

(f)Revenue recognition

 

The Company complies with ASC 606, Revenue from Contracts with Customers.

 

Revenue from contracts with customers is measured based on the consideration specified in a contract with a customer in exchange for transferring goods or services to a customer net of sales and service tax, returns, rebates and discounts. The Company recognizes revenue when (or as) it transfers control over a product or service to its customer. An asset is transferred when (or as) the customer obtains control of the asset. Depending on the substance of the contract, revenue is recognized when the performance obligation is satisfied, which may be at a point in time or over time.

 

Contract assets represent the Company’s right to consideration for performance obligations that have been fulfilled but for which the customer has not been billed as of the balance sheet date.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

2 Summary of significant accounting policies (continued)

 

Remittance services revenue

 

Revenue from contracts with customers on service charges and gain/loss on foreign exchange arising from remittance activities are recognized upon the processing and execution of the international money transfer transactions. Remittance services are further divided into Fiat Currency Prefunded Remittance Service and XRP Prefunded Remittance Service. Management has considered these two services to be two product lines.

 

The customers of the remittance services are financial institutions (referred to as “Remittance Partners”). Remittance Partners who use the fiat currency prefunding option for their remittance business with the Company are referred to as Fiat Currency Prefunded Remittance Partners, whereas customers who choose the XRP Prefunding mode are referred to as XRP Prefunded Remittance Partners.

 

Fiat Currency Prefunded Remittance Service

 

The Company earns revenue by charging their customers a Fiat Currency Prefunded Remittance Fee when they use the Company’s platform to transfer money to a beneficiary in another country. These Fiat Currency Prefunded Remittance Fees are fixed and specific for every country’s currency and are charged at the point-in-time of executing this performance obligation. Prior to delivering cash to the customer’s beneficiary, the customer must directly provide the Company with prefunding (i.e., the cash to be remitted to the beneficiary). This is the traditional prefunding process, which the Company describes as Fiat Currency Prefunded Remittance Service.

 

XRP Prefunded Remittance Service

 

Unlike the Fiat Currency Prefunded Remittance Service, the customer obtains prefunding through Ripple Solution offered by Ripple Lab Inc. (see Note 9) with the XRP Prefunded Remittance Service. Ripple supplies the customer with the XRP equivalent of the requested prefunding. The Company subsequently liquidates this XRP on Ripple’s behalf, and the fiat currency obtained as a result of the liquidation process is transferred to the customer’s beneficiary. Customers who prefund their remittance service with XRP must enter into an agreement with Ripple and undergo stringent credit checks in order to get XRP prefunding and use Ripple’s platform. The Company charges their customers an XRP Prefunded Remittance Service Fee when the money is transferred to the customer’s beneficiary.

 

For both the XRP Prefunded and Fiat Currency Prefunded Remittance Services, the Company has no obligations to the customer in terms of guarantees, warranties or other similar obligations. There are also no significant payment terms involved as the Company obtains their fees shortly after charging their customers.

 

Sales Walletku Modern Channel

 

Revenue from the sale of goods is recognized at the point in time when the Company satisfies their performance obligation, which is upon delivery of the goods to the customer. The credit terms are typically 3-7 days.

 

Sales of airtime

 

Revenue from airtime sold is recognized when the relevant international airtime transfer or reload request is processed and executed.

 

Other services

 

Revenue from contracts with customers on other services is recognized as and when services are rendered.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

2 Summary of significant accounting policies (continued)

 

(g)Segments

 

As the chief operating decision-maker (“CODM”) of the Company, the Chief Executive Officer reviews the financial results when making decisions about allocating resources and assessing the performance of the Company. TNG (Asia) Limited (“TNGA”), the Tranglo Sdn BHD and related subsidiaries (“Tranglo”), GEA Limited and GEA Pte Ltd. (“GEA”) and PT Walletku Indompet Indonesia (“Walletku”) are all considered operating segments. These have been aggregated into two reportable segments, which are remittance services and sales of airtime, as described in Note 7. Other services are not assigned to a specific reportable segment as their results of operations are immaterial.

 

The remittance segment is operated through TNGA, GEA and Tranglo. TNGA and GEA are in the retail remittance business in Hong Kong, which is in the upstream segment of the remittance business, whereas Tranglo operates the remittance hub covering Southeast Asia and globally, and is thus in the downstream segment of the remittance business. Management operates, monitors and evaluates the whole remittance business through these three subsidiaries so as to generate the maximum synergy and create maximum value for the Company.

 

The Company operates the airtime segment via their international airtime transfer business through Tranglo and their retail airtime trading business locally in Indonesian through WalletKu. As with the remittance segment, management believes maximum synergy and business value can best be achieved by aggregating and managing the airtime business through these two subsidiaries.

 

(h)Share-based compensation

 

The Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation - Stock Compensation” (“ASC 718”), under which the fair value of awards issued to employees is expensed over the period in which the awards vest.

 

Seamless had an incentive plan approved and adopted on September 13, 2018, namely the 2018 Equity Incentive Plan. Under the 2018 Equity Incentive Plan, a total of 2,591,543 restricted stock units (“RSUs”) and 978,397 options with an exercise price of $12.87 had been awarded to certain directors and employees. All RSUs and options granted under the 2018 Incentive Plan had not been vested. The 2018 Incentive Plan was later terminated on July 29, 2022 and replaced by the new 2022 Incentive Plan. All previous awarded RSUs and options under the 2018 Incentive Plan were voided. Under the 2022 Incentive Plan, a total of 5,803,000 Seamless shares were reserved and granted to employees of Seamless.

 

All shares granted under the 2022 Incentive Plan will be vested upon (i) the completion of an IPO or (ii) the completion of a de-SPAC merger, with such vesting occurring upon the Closing of the Business Combination on August 30, 2024. The Incentive shares will then be vested under a trust, with 3,964,324 ordinary shares (part of the 40,000,000 Exchange Consideration Shares) being placed in trust upon the Closing of the Business Combination. The trustee will distribute the vested shares to the staff based on a schedule of (i) one third immediately upon the vesting of Incentive shares at the time of completion of IPO or de-SPAC, (ii) one third on the first anniversary date thereafter, (iii) one third on the second anniversary date thereafter. As of September 30, 2024, 1,321,441 vested shares have been distributed to the staff, while 2,642,883 vested shares remain in trust.

 

Seamless estimates the fair value of awards using a binomial pricing model. Seamless accounts forfeitures as they occur. For the awards granted on July 29, 2022, the following assumptions were used in the model:

 

Expected Volatility (39.84% to 43.74%)

 

Expected Dividend Yield (0%)

 

Expected Time to Liquidity (0.92 years to 2.92 years)

 

Exercise Price ($Nil)

 

Stock price at grant date ($6.55)

 

Weighted Average Fair Value of 1 Share ($5.73)

 

The fair value of the awards granted on July 29, 2022 is $30,479,627, after accounting for the forfeiture of 489,333 shares as of September 30, 2024.

 

For the awards granted on July 29, 2022, the following assumptions were used in the model:

 

Expected Volatility (26.65% to 42.32%)

 

Expected Dividend Yield (0%)

 

Expected Time to Liquidity (0.03 years to 2.03 years)

 

Exercise Price ($Nil)

 

Stock price at grant date ($6.22)

 

Weighted Average Fair Value of 1 Share ($5.78)

 

On August 30, 2024, Seamless has re-granted 466,573 shares out of the forfeited shares mentioned above. The fair value of the awards granted on August 30, 2024 is $2,696,053.

 

Share-based compensation expense recognized during the three and nine month periods ended September 30, 2024 is $13,137,850.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

2 Summary of significant accounting policies (continued)

 

(i)Prefunding to remittances partner

 

Prefunding to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future. The prepayments are utilized when a remittance order is executed by the partner and the resulting amount of the order is deducted from the balance with the partner.

 

We allow our remittance partners to prefund their balance through cryptocurrencies. These cryptocurrencies are mainly XRP. Ripple provides the XRP upon request to the Company and our remittance partners. Under applicable accounting standards, we are an agent when facilitating cryptocurrency transactions on behalf of our customers. These cryptocurrencies are held under a bailment arrangement in an account in the Company’s name on behalf of our business partner but they are not Seamless’s assets and therefore, are not reflected as cryptocurrency assets on our consolidated balance sheets . Although the Company does not control the XRP in the bailment account, we are responsible for safeguarding the XRP in the bailment account.

 

Independent Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange (“Pdax”), Betur, Inc. (“Coins.ph”) and Bitstamp Global Limited (“Bitstamp”) (collectively, the “Cryptocurrency Exchanges”) are centralized crypto exchanges which keep the cryptographic keys for each respective XRP wallet and provide the Company with its respective API access keys. The Company is the only party that holds the API access keys that grant it direct access to its XRP wallet maintained on the respective Cryptocurrency Exchange. The Cryptocurrency Exchanges maintain records of all assets deposited by its users and send statements to the Company. The Company reconciles its internal ODL transaction records to the statements received from the Cryptocurrency Exchanges to ensure that these are accurate. The Company has an obligation to protect the API access keys from being abused or stolen. The Company is responsible for any damages caused by loss or theft.

 

Due to the unique risks associated with cryptocurrencies, including technological, legal, and regulatory risks, in accordance with Staff Accounting Bulletin No. 121 (“SAB 121”), we recognize a crypto asset safeguarding liability to reflect our obligation to safeguard the crypto assets held in the bailment account, which is recorded in Accounts payable, accruals and other payables on our consolidated balance sheet. We also recognize a corresponding safeguarding asset which is recorded in Prepayments, receivables and other assets on our consolidated balance sheet. The crypto asset safeguarding liability and corresponding safeguarding asset are measured and recorded at fair value on a recurring basis using prices available in the market we determine to be the principal market at the balance sheet date. The corresponding safeguarding asset may be adjusted for loss events, as applicable. As of September 30, 2024, the Company has not incurred any safeguarding loss events, and therefore, the crypto asset safeguarding liability and corresponding safeguarding asset were recorded at the same value. Safeguarding assets as of September 30, 2024 and December 31, 2023 are $2,222,368 and $1,983,116 respectively. Safeguarding liabilities as of September 30, 2024 and December 31, 2023 are $2,222,368 and $1,983,116 respectively.

 

(j)Net income (loss) per share

 

Basic earnings per share is calculated by dividing the net income or loss by the weighted average number of ordinary shares outstanding for the period, without consideration of potentially dilutive securities.

 

Diluted net earnings per share is calculated by dividing the net income or loss by the weighted average number of ordinary shares and potentially dilutive securities outstanding for the period. If there is a loss, potentially dilutive securities are not considered, as they would be anti-dilutive.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

2 Summary of significant accounting policies (continued)

 

The following tables provide the calculation of basic and diluted net loss per ordinary share for the three months and nine months ended September 30, 2024, and September 30, 2023:

 

 Schedule of basic and diluted net loss per ordinary shares

   2024   2023   2024   2023 
  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2024   2023   2024   2023 
                 
Numerator:                    
Net loss  $(4,961,006)  $(3,830,445)  $(11,810,167)  $(10,911,259)
                     
Denominator:                    
Weighted average ordinary shares outstanding   38,163,168    33,980,753    35,374,891    33,980,753 
                     
Basic and diluted net (loss) per share  $(0.13)  $(0.11)  $(0.33)  $(0.32)
                     

 

The following table conveys the number of shares that may potentially be dilutive ordinary shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses. The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted loss per share:

 

   September 30, 2024   September 30, 2023 
         
Warrants   17,932,892    - 
Convertible bonds (treasury stock method)   204,167    2,736,287 

 

 

(k)Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment (see Note 13, Shareholders’ Deficit, for additional information).

 

(l)Fair Value Measurements

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly, hypothetical transaction between market participants at the measurement date, or exit price. ASC 820, Fair Value Measurement (“ASC 820”) establishes a fair value hierarchy for inputs, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

 

●Level 1 - Quoted prices in active markets for identical assets or liabilities.
●Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
●Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

2 Summary of significant accounting policies (continued)

 

ASC 825-10, Financial Instruments, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company elected to apply the fair value option to its PIPE Convertible Note described in Note 10, Convertible bonds and notes. This financial liability was initially measured at its issue-date fair value and is subsequently remeasured at fair value on a recurring basis at each reporting period date. The Company elected to present the fair value and the interest components together in the consolidated statements of operations and comprehensive loss. Therefore, interest is included as a component of changes in fair value of debt presented in the “Other income” line item in the consolidated statements of operations and comprehensive loss.

 

The following table provides the financial liability reported at fair value and measured on a recurring basis at September 30, 2024:

Schedule of  financial liability reported at fair value and measured on a recurring basis

 

Description  Total   Level 1   Level 2   Level 3 
   September 30, 2024 
Description  Total   Level 1   Level 2   Level 3 
                     
Convertible Note  $1,750,000   $      -   $      -   $1,750,000 

 

As of December 31, 2023, no financial liabilities were reported at fair value and measured on a recurring basis. There were no transfers between fair value hierarchy levels during the period ended September 30, 2024.

 

The assumptions used in determining the fair value of the Company’s outstanding convertible note for the period ended September 30, 2024, is as follows:

Schedule of assumptions used in determining the fair value convertible note

 

   September 30, 2024 
     
Risk-free interest rate   3.81%
Volatility   37.42%
Expected life (years)   1.4 

 

(j) Recent Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position or results of operations upon adoption.

 

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance to have a material impact on our financial statements.

  
InFint Acquisition Corporation [Member]    
Summary of significant accounting policies  

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Basis of presentation and principles of consolidation

 

The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

 

Emerging growth company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

 

INFINT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

Use of estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and 2022.

 

Cash and Marketable Securities Held in Trust Account

 

As of December 31, 2023 and 2022, the Company had $83,523,112 and $208,932,880 in cash and marketable securities held in the Trust Account.

 

Offering Costs associated with the Initial Public Offering

 

The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs of $582,540 consist principally of costs incurred in connection with formation of the Company and preparation for the Initial Public Offering and fair value of representative shares of $268,617. These costs, together with the underwriter discount of $8,499,949 and fair value of the representation shares were charged to additional paid-in capital upon completion of the Initial Public Offering.

 

Class A ordinary shares subject to possible redemption

 

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, the Class A ordinary shares subject to possible redemption in the amount of $83,523,112 and $208,932,880 are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively.

 

The Company’s redeemable ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to value immediately as they occur. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

 

The amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

 

Class A ordinary shares subject to possible redemption at January 1, 2022  $202,998,782 
Accretion of carrying value to initial redemption value   5,934,098 
Class A ordinary shares subject to possible redemption at December 31, 2022  $208,932,880 
Accretion of carrying value to initial redemption value   7,715,207 
Redemption of Class A Ordinary Shares   (133,124,975)
Class A ordinary shares subject to possible redemption at December 31, 2023  $83,523,112 

 

Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment.

 

Income taxes

 

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and December 31, 2022, and for the years then ended. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

 

 

INFINT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

Net loss per ordinary share

 

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. Net loss per share is computed by dividing net loss by the weighted average number of ordinary share outstanding during the period, excluding ordinary share subject to forfeiture. At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

 

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

 

   Class A   Class B   Class A   Class B 
   For the year ended December 31, 2023   For the year ended December 31, 2022 
   Class A   Class B   Class A   Class B 
Basic and diluted net income (loss) per ordinary share                     
Numerator:                     
Allocation of net income (loss)  $2,003,234   $1,165,646   $(860,883)  $(251,081)
Denominator:                     
Basic and diluted weighted average common shares    10,024,516    5,833,083    19,999,880    5,833,083 
Basic and diluted net income (loss) per ordinary share  $0.20   $0.20   $(0.04)  $(0.04)

 

Concentration of credit risk

 

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

 

Fair value of financial instruments

 

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB (as defined below) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

 

 

Recently issued accounting pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

 
Seamless Group Inc [Member]    
Summary of significant accounting policies  

2 Summary of significant accounting policies 

 

(a) Basis of presentation and principles of consolidation

 

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Seamless Group Inc. and its majority-owned subsidiaries. Non-controlling interest is recorded in the consolidated financial statements to recognize the minority ownership interest in the consolidated subsidiaries. Non-controlling interest in the profits and losses represent the share of net income or loss allocated to the minority interest holders of the consolidated subsidiaries. All intercompany transactions and balances have been eliminated in these consolidated financial statements.

 

(b) Going concern

 

The accompanying audited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

As of December 31, 2023, the Company had cash balances of $48.5 million, a working capital deficit of $70.5 million and net capital deficit of $36.2 million. For the year ended December 31, 2023, the Company had a net loss of $14.4 million and net cash used in operating activities of $15.3 million. Net cash provided by investing activities was $1.4 million. Net cash used in financing activities was $1.2 million, resulting principally from repayment of borrowings.

 

While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy.

 

(c) Use of estimates

 

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, impairment of investments in subsidiaries and equity investee, valuation of convertible bonds and income tax. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of significant accounting policies (Continued)

 

(d) Foreign currency

 

Foreign subsidiaries have designated the local currency of their respective countries as their functional currency. Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in the consolidated statements of operations and comprehensive loss. Non-monetary items are not subsequently re-measured.

 

The Company uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position, respectively, from the functional currency into the US$. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity.

 

(e) Cash and cash equivalents

 

Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use and with original maturities of three months or less when purchased.

 

(f) Short-term investments

 

Short-term investments include fixed deposits with original maturities of greater than three months but less than one year.

 

(g) Restricted cash

 

Restricted cash includes the balance in the Company’s e-wallet mobile application held by the Company on behalf of the individual e-wallet users. It is the Company’s policy to maintain approximately 110% of the amount deposited in case of immediate cash withdrawal by e-wallet users.

 

It also includes fixed deposits pledged to the banks as security for banking facilities granted to the Company.

 

(h) Accounts receivable

 

Accounts receivable represents the amounts that the Company has an unconditional right to receive. The Company complies with Accounting Standards Codification (“ASC”) 326, which employs an approach based on expected losses to estimate the allowance for doubtful accounts.

 

To measure the expected credit losses, accounts receivable has been grouped based on shared credit risk characteristics and the days past due. For certain large customers or customers with a high risk of default, the Company assesses the risk of loss of each customer individually based on their financial information, past trends of payments and, where applicable, an external credit rating. Also, the Company considers any accounts receivable having financial difficulty or in default with significant balances outstanding for more than 60 days to be credit-impaired, and assesses the risk of loss for each of these accounts individually. The expected loss rates are based on the payment profiles of sales over a period of 12 months from the measurement date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle their debts.

 

The Company has recorded a credit loss of US$187,462 and US$117,195 as of December 31, 2023 and 2022, respectively.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of significant accounting policies (Continued)

 

(i) Escrow money receivable

 

Escrow money receivable arises due to the time required to initiate collection from and clear transactions through external merchants. Escrow money receivable represents the money collected by merchants when e-wallet users fund mobile payments through the Company’s e-wallet mobile application, and there is a clearing period before the cash is received or settled, usually up to five business days.

 

Escrow money receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognized at fair value. The Company holds the escrow money receivables with the object to collect the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method.

 

(j) Investment in an equity security

 

The Company elected to record the equity investment in a privately held company using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer. It is subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of the equity security.

 

(k) Equipment, net

 

Equipment, net is stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditures that are directly attributable to the acquisitions of the fixed assets. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to the consolidated statements of operations and comprehensive loss during the year in which they are incurred.

 

Depreciation of equipment is calculated using the straight-line method with no residual values over their estimated useful lives, as follows:

 

Office equipment 10%
Furniture and fittings 10%
Renovation 10%
Signboard 10%
Computer peripherals 33%
Electrical installation 10%
Mobile phone 33%
Motor vehicle 20%
Air conditioners 10%
Store equipment 20%

 

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2Summary of significant accounting policies (Continued)

 

(k) Equipment, net (Continued)

 

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

 

Gains and losses on disposals of equipment are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statements of operations and comprehensive loss.

 

(l) Intangible assets, net

 

Intangible assets primarily consist of acquired computer software, developed technologies and trade names and trademarks. These intangible assets are amortized over a period of 5 years, 7 years and 10 years on a straight-line basis, respectively.

 

(m) Goodwill

 

Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in a business combination. The Company performs goodwill impairment test on annual basis and more frequently upon the occurrence of certain events as defined by ASC 350. Goodwill is impaired when the carrying value of the reporting units exceeds its fair value. The Company first assesses qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed.

 

The Company estimates the fair value of the reporting unit using a discounted cash flow approach. Significant management judgment and estimation are involved in forecasting the amount and timing of expected future cash flows and the underlying assumptions used in the discounted cash flow approach to determine the fair value of the reporting unit. As the fair values of the reporting units is not less than carrying amount, no impairment was recorded for the years ended December 31, 2023 and 2022.

 

(n) Impairment of long-lived assets other than goodwill

 

Long-lived assets such as equipment and software with finite lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment of the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. The Company did not record any impairment of long-lived assets during the years ended December 31, 2023 and 2022.

 

(o) Escrow Money Payable

 

Escrow money payable arises due to the time required to initiate collection from and clear transactions through external merchants. Escrow money payable represents the money paid by merchants when e-wallet users execute mobile payment through the Company’s e-wallet mobile application, and there is a clearing period before the cash is received or settled, usually up to five business days.

 

(p) Client money payable

 

Client money payable relates to the Company’s e-wallet mobile application and is represented by the amounts due to e-wallet users held by the Company. Client money is maintained in the e-wallet until a transfer or withdrawal is requested by the e-wallet users.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of significant accounting policies (Continued)

 

(q) Convertible bond

 

The Company accounts for debt instruments with convertible features in accordance with the details and substance of the instruments at the time of their issuance. For convertible debt instruments issued at a substantial premium to equivalent instruments without conversion features, or those that may be settled in cash upon conversion, it is presumed that the premium or cash conversion option represents an equity component. Accordingly, the Company determines the carrying amounts of the liability and equity components of such convertible debt instruments by first determining the carrying amount of the liability component by measuring the fair value of a similar liability that does not have an equity component. The carrying amount of the equity component representing the embedded conversion option is then determined by deducting the fair value of the liability component from the total proceeds from the issue. The resulting equity component is recorded, with a corresponding offset to debt discount which is subsequently amortized to interest cost using the effective interest method over the period the debt is expected to be outstanding as an additional non-cash interest expense. Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components.

 

For conventional convertible bonds which do not have a cash conversion option or where no substantial premium is received on issuance, it may not be appropriate to split the bond into the liability and equity components.

 

A conversion of the bonds at more favorable terms than the original bond is treated as an inducement and the Company recognizes a debt conversion expense equal to the fair value of all securities and other consideration transferred in the transaction in excess of the fair value of securities or consideration issuable pursuant to the original conversion terms.

 

(r) Fair value of financial instruments

 

ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

 

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

 

Level 1 - Observable inputs such as quoted prices in active markets.
Level 2 - Inputs other than the quoted prices in active markets that are observable either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that are not active.
Level 3 - Unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions.

 

As of December 31, 2023 and 2022, the Company did not have any financial instruments that are measured at fair value. The carrying amounts of cash and cash equivalents, short-term investments, restricted cash, accounts receivable, escrow money receivable, deposit and other receivables, amounts due from/to related parties, and accruals, bank overdraft, escrow money payable, accounts payable, accruals and other payables approximate their fair values due to the short-term nature of these instruments.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of significant accounting policies (Continued)

 

(s) Revenue recognition

 

The Company complies with ASC 606, Revenue from Contracts with Customers.

 

Revenue from contracts with customers is measured based on the consideration specified in a contract with a customer in exchange for transferring goods or services to a customer net of sales and service tax, returns, rebates and discounts. The Company recognizes revenue when (or as) it transfers control over a product or service to its customer. An asset is transferred when (or as) the customer obtains control of the asset. Depending on the substance of the contract, revenue is recognized when the performance obligation is satisfied, which may be at a point in time or over time.

 

Contract assets represent the Company’s right to consideration for performance obligations that have been fulfilled but for which the customer has not been billed as of the balance sheet date.

 

Remittance services revenue

 

Revenue from contracts with customers on service charges and gain/loss on foreign exchange arising from remittance activities are recognized upon the processing and execution of the international money transfer transactions. Remittance services are further divided into Fiat Currency Prefunded Remittance Service and XRP Prefunded Remittance Service. Management has considered these two services to be two product lines.

 

The customers of the remittance services are financial institutions (referred to as “Remittance Partners”). Remittance Partners who use the fiat currency prefunding option for their remittance business with the Company are referred to as Fiat Currency Prefunded Remittance Partners, whereas customers who choose the XRP Prefunding mode are referred to as XRP Prefunded Remittance Partners.

 

Fiat Currency Prefunded Remittance Service

 

The Company earns revenue by charging their customers a Fiat Currency Prefunded Remittance Fee when they use the Company’s platform to transfer money to a beneficiary in another country. These Fiat Currency Prefunded Remittance Fees are fixed and specific for every country’s currency and are charged at the point-in-time of executing this performance obligation. Prior to delivering cash to the customer’s beneficiary, the customer must directly provide the Company with prefunding (i.e., the cash to be remitted to the beneficiary). This is the traditional prefunding process, which the Company describes as Fiat Currency Prefunded Remittance Service.

 

XRP Prefunded Remittance Service

 

Unlike the Fiat Currency Prefunded Remittance Service, the customer obtains prefunding through Ripple Solution offered by Ripple Lab Inc. (see Note 21) with the XRP Prefunded Remittance Service. Ripple supplies the customer with the XRP equivalent of the requested prefunding. The Company subsequently liquidates this XRP on Ripple’s behalf, and the fiat currency obtained as a result of the liquidation process is transferred to the customer’s beneficiary. Customers who prefund their remittance service with XRP must enter into an agreement with Ripple and undergo stringent credit checks in order to get XRP prefunding and use Ripple’s platform. The Company charges their customers an XRP Prefunded Remittance Service Fee when the money is transferred to the customer’s beneficiary.

 

For both the XRP Prefunded and Fiat Currency Prefunded Remittance Services, the Company has no obligations to the Customer in terms of guarantees, warranties or other similar obligations. There are also no significant payment terms involved as the Company obtains their fees shortly after charging their customers.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of significant accounting policies (Continued)

 

Sales Walletku Modern Channel

 

Revenue from the sale of goods is recognized at the point in time when the Company satisfies its performance obligation, which is upon delivery of the goods to customer. The credit terms are typically 3-7 days.

 

Sales of airtime

 

Revenue from airtime sold is recognized when the relevant international airtime transfer or reload request is processed and executed.

 

Other services

 

Revenue from contracts with customers on other services is recognized as and when services are rendered.

 

(t) Cost of revenue

 

Costs of revenues consist primarily of agency handling fees, top-up service fees paid to convenience stores, handling charges to banks and credit card providers, amortization of the intangible assets of acquired computer software, developed technologies, cost of digital - pulses, data packages, game vouchers, bill payment, SIM Cards (starter pack) and airtime balance.

 

(u) Advertising and Promotion Costs

 

Advertising and promotion costs are expensed when incurred and are included in general and administrative expenses. The total amount of advertising and promotion costs recognized were US$784,818 and US$618,661 for the years ended December 31, 2023 and 2022, respectively.

 

(v) Leases

 

According to ASC 842, Leases, lessees are required to record a right-of-use asset and lease liabilities for operating leases. At the lease commencement date, a lessee should measure and record the lease liability equal to the present value of scheduled lease payments discounted using the rate implicit in the lease or the lessee’s incremental borrowing rate, and the right-of-use asset is calculated on the basis of the initial measurement of the lease liability, plus any lease payments at or before the commencement date and direct costs, minus any incentives received. Over the lease term, a lessee must amortize the right-of-use asset and record interest expense on the lease liability. The recognition and classification of lease expenses depend on the classification of the lease as either operating or finance.

 

The Company has elected the practical expedient of the short-term lease exemption for contracts with lease terms of 12 months or less.

 

(w) Employee benefit expenses

 

The Company’s costs related to the staff retirement plans (see Note 16) are charged to the consolidated statements of operations and comprehensive loss as incurred.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of significant accounting policies (Continued)

 

(x) Income tax

 

Income taxes are recorded in accordance with ASC 740, Income Taxes, which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or its tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized in the foreseeable future.

 

When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The accounting guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. Interest and penalties from tax assessments, if any, are included in income taxes in the statements of operations and comprehensive loss. The Company believes it does not have any uncertain tax positions through the years ended December 31, 2023 and 2022, respectively, which would have a material impact on the Company’s consolidated financial statements.

 

(y) Earnings per share

 

Basic earnings per share is calculated by dividing the net income or loss by the weighted average number of common shares outstanding for the period, without consideration of potentially dilutive securities.

 

Diluted net earnings per share is calculated by dividing the net income or loss by the weighted average number of common shares and potentially dilutive securities outstanding for the period. If there is a loss, potentially dilutive securities are not considered, as they would be anti-dilutive.. As of December 31, 2023 and 2022, the outstanding balances of US$10,000,000 and US$10,000,000, respectively, on the convertible bonds were anti-dilutive. The convertible bonds are convertible into 1,532,798 and 1,532,798 shares of the Company as of December 31, 2023 and 2022, respectively.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of Significant Accounting Policies (Continued)

 

(z) Segments

 

As the chief operating decision-maker (“CODM”) of the Company, the Chief Executive Officer reviews the financial results when making decisions about allocating resources and assessing the performance of the Company. TNG (Asia) Limited (“TNGA”), the Tranglo Sdn BHD and related subsidiaries (“Tranglo”), GEA Limited and GEA Pte Ltd. (“GEA”) and PT Walletku Indompet Indonesia (“Walletku”) are all considered operating segments. These have been aggregated into two reportable segments, which are remittance services and sales of airtime, as described in Note 18. Other services are not assigned to a specific reportable segment as their results of operations are immaterial.

 

The remittance segment is operated through TNGA, GEA and Tranglo. TNGA and GEA are in the retail remittance business in Hong Kong, which is in the upstream segment of the remittance business, whereas Tranglo operates the remittance hub covering Southeast Asia and globally, and is thus in the downstream segment of the remittance business. Management operates, monitors and evaluates the whole remittance business through these three subsidiaries so as to generate the maximum synergy and create maximum value for the Company.

 

The Company operates the airtime segment via its international airtime transfer business through Tranglo and its retail airtime trading business locally in Indonesian through WalletKu. As with the remittance segment, management believes maximum synergy and business value can best be achieved by aggregating and managing the airtime business through these two subsidiaries.

 

(aa) Share capital

 

The Company has only one class of common shares authorized, issued and outstanding.

 

(bb) Related parties

 

Entities are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

 

(cc) Concentrations of credit risk

 

The Company is potentially subject to significant concentration of credit risk arising primarily from cash and cash equivalents, short-term investments, restricted cash, escrow money receivable, deposits, other receivables and amounts due from related parties.

 

As of December 31, 2023, a majority of the Company’s cash and cash equivalents and short-term investments were held at reputable financial institutions with high-credit ratings. In the event of bankruptcy of one of these financial institutions, the Company may not be able to claim its cash and demand deposits back in full, as these deposits are not insured. The Company continues to monitor the financial strength of the financial institutions.

 

The Company’s major concentration of credit risk relates to the amounts owing by four customers (2022: four customers) which constituted approximately 53% (2022: 71%) of its accounts receivable as of December 31, 2023.

 

The Company has not experienced any losses on its cash and cash equivalents, short-term investments, deposits, other receivables and amounts due from related parties during the year ended December 31, 2023 and 2022 and believes its credit risk to be minimal.

 

The Company does not require collateral or other security to support instruments subject to credit risk.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

(dd) Share-based compensation

 

The Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation - Stock Compensation” (“ASC 718”), under which the fair value of awards issued to employees is expensed over the period in which the awards vest.

 

The Company had an incentive plan approved and adopted on September 13, 2018, namely the 2018 Equity Incentive Plan. Under the 2018 Equity Incentive Plan, a total of 2,591,543 restricted stock units (“RSUs”) and 978,397 options with an exercise price of $12.87 had been awarded to certain directors and employees. All RSUs and options granted under the 2018 Incentive Plan had not been vested. The 2018 Incentive Plan was later terminated on July 29, 2022 and replaced by the new 2022 Incentive Plan. All previous awarded RSUs and options under the 2018 Incentive Plan were voided. Under the 2022 Incentive Plan, a total of 5,803,000 shares are reserved and granted to employees of the Company.

 

All shares granted under the 2022 Incentive Plan will be vested upon (i) the completion of an IPO or (ii) the completion of a de SPAC merger. The Incentive shares will then be vested under a trust. The trustee will distribute the vested shares to the staff based on a schedule of (i) one third immediately upon the vesting of Incentive shares at the time of completion of IPO or de SPAC, (ii) one third on the first anniversary date thereafter, (iii) one third on the second anniversary date thereafter.

 

The Company estimates the fair value of awards using a binomial pricing model. The Company accounts forfeitures as they occur. For the awards granted on July 29, 2022, the following assumptions were used in the model:

 

Expected Volatility (39.84% to 43.74%)

 

Expected Dividend Yield (0%)

 

Expected Time to Liquidity (0.92 years to 2.92 years)

 

Exercise Price ($Nil)

 

Stock price at grant date ($6.55)

 

Weighted Average Fair Value of 1 Share ($5.73)

 

The fair value of the awards granted on July 29, 2022 is $32,790,450, after accounting for the forfeiture of 77,261 shares as of December 31, 2023. This also represents the unrecognized compensation, as the performance condition of the completion of an IPO or de-SPAC is not within the Company’s control.

 

(ee) Other income and expenses

 

The Company accounts for gain or loss from exchange differences in other income and expenses.

 

(ff) Business combination

 

The Company accounts for business combinations using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations”. Acquisition method accounting requires that the consideration transferred be allocated to the assets, including separately identifiable assets, and liabilities the Company acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the Statement of Operations and Comprehensive Loss.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2Summary of Significant Accounting Policies (Continued)

 

(gg) Prefunding to remittances partner

 

Prefunding to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future. The prepayments are utilized when a remittance order is executed by the partner and the resulting amount of the order is deducted from the balance with the partner.

 

We allow our remittance partners to prefund their balance through cryptocurrencies. These cryptocurrencies are mainly XRP. Ripple provides the XRP upon request to the Company and our remittance partners. Under applicable accounting standards, we are an agent when facilitating cryptocurrency transactions on behalf of our customers. These cryptocurrencies are held under a bailment arrangement in an account in the Company’s name on behalf of our business partner but they are not Seamless’s assets and therefore, are not reflected as cryptocurrency assets on our consolidated balance sheets . Although the Company does not control the XRP in the bailment account, we are responsible for safeguarding the XRP in the bailment account.

 

Independent Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange (“Pdax”), Betur, Inc. (“Coins.ph”) and Bitstamp Global Limited (“Bitstamp”) (collectively, the “Cryptocurrency Exchanges”) are centralized crypto exchanges which keep the cryptographic keys for each respective XRP wallet and provide the Company with its respective API access keys. The Company is the only party that holds the API access keys that grant it direct access to its XRP wallet maintained on the respective Cryptocurrency Exchange. The Cryptocurrency Exchanges maintain records of all assets deposited by its users and send statements to the Company. The Company reconciles its internal ODL transaction records to the statements received from the Cryptocurrency Exchanges to ensure that these are accurate. The Company has an obligation to protect the API access keys from being abused or stolen. The Company is responsible for any damages caused by loss or theft.

 

Due to the unique risks associated with cryptocurrencies, including technological, legal, and regulatory risks, in accordance with Staff Accounting Bulletin No. 121 (“SAB 121”), we recognize a crypto asset safeguarding liability to reflect our obligation to safeguard the crypto assets held in the bailment account, which is recorded in Accounts payable, accruals and other payables on our consolidated balance sheet. We also recognize a corresponding safeguarding asset which is recorded in Prepayments, receivables and other assets on our consolidated balance sheet. The crypto asset safeguarding liability and corresponding safeguarding asset are measured and recorded at fair value on a recurring basis using prices available in the market we determine to be the principal market at the balance sheet date. The corresponding safeguarding asset may be adjusted for loss events, as applicable. As of December 31, 2023, the Company has not incurred any safeguarding loss events, and therefore, the crypto asset safeguarding liability and corresponding safeguarding asset were recorded at the same value. Safeguarding assets as of December 31, 2023 and 2022 are $1,983,116 and $5,787,354 respectively. Safeguarding liabilities as of December 31, 2023 and 2022 are $1,983,116 and $5,787,354 respectively.

 

(hh) Recent accounting pronouncements

 

In March 2022, the SEC released SAB 121, which provides guidance for an entity to consider when it has obligations to safeguard customers’ crypto assets, whether directly or through an agent or another third party acting on its behalf. The interpretive guidance requires a reporting entity to record a liability to reflect its obligation to safeguard the crypto assets held for its platform users with a corresponding safeguarding asset. The crypto asset safeguarding liability and the corresponding safeguarding asset will be measured at the fair value of the crypto assets held for the platform users with the measurement of the safeguarding asset taking into account any potential loss events. SAB 121 also requires disclosures related to the entity’s safeguarding obligations for crypto assets held for its platform users. SAB 121 was effective in the first interim or annual financial statements ending after June 15, 2022 with retrospective application as of the beginning of the fiscal year. We adopted this guidance for the year ended December 31, 2022 with retrospective application as of January 1, 2021. As of December 31, 2023 and 2022, we recorded $2.0 million and $5.8 million, respectively, for both the crypto asset safeguarding liability and corresponding safeguarding asset, which were classified as accounts payable, accruals and other payables and prepayments, receivables and other assets, respectively, on our consolidated balance sheets.

 

In March 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-02, “Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”). The amendments in this ASU eliminate the accounting guidance for troubled debt restructurings (“TDRs”) by creditors in Subtopic 310-40, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The amendments are effective for the Company beginning after December 15, 2022. As of the year ended December 31, 2023, the Company does not consider the changes prescribed in ASU 2022-02 to have a material impact on its consolidated financial position, results of operations or cash flows.

 

 

In October 2021, the FASB issued ASU No. 2021-08, “‘Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for the Company beginning after December 15, 2022, and are applied prospectively to business combinations that occur after the effective date. As of the year ended December 31, 2023, the Company does not consider these amendments to have a material impact to the financial statements.

 

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. Further, ASU 2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance, i.e., aligning the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares, adding information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed. The Company meets the “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies. For private companies, it’s effective for fiscal years beginning after December 15, 2023. The Company has chosen not to early adopt the new standard before the effective date.

 
v3.25.0.1
Initial public offering
 12 Months Ended
Dec. 31, 2023
InFint Acquisition Corporation [Member]  
Initial public offering

NOTE 3. INITIAL PUBLIC OFFERING

 Initial public offering

 

On November 23, 2021, the Company consummated its Initial Public Offering of 19,999,880 Units at $10.00 per Unit, generating gross proceeds of $199,998,800, and incurring offering costs of approximately $9,351,106 which $2,499,985 was for underwriting fees, $5,999,964 was for deferred underwriting commissions, $268,617 for the fair value of the representative shares and $582,540 was for other offering costs.

 

Each Unit consists of one ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).

 
v3.25.0.1
Private placement
 12 Months Ended
Dec. 31, 2023
InFint Acquisition Corporation [Member]  
Private placement

NOTE 4. PRIVATE PLACEMENT

 Private placement

 

Simultaneously with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 Private Placement Warrants to the Sponsor, at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $7,796,842.

 

The proceeds from the sale of the Private Placement Warrants have been added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the Initial Public Offering, except as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

 

 

INFINT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

 
v3.25.0.1
Related party transactions
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Related party transactions

 

9 Related party transactions

 

(a)Related parties

 

Name of related parties   Relationship with the Company
Dr. Ronnie Hui   Chief Executive Officer of the Company
Mr. Alexander Kong   Chairman of Currenc Group
Regal Planet Limited   Ultimate holding company
Sino Dynamic Solutions Limited   Company controlled by Chairman of the Company
Ripple Markets APAC Pte. Ltd. (originally Ripple Labs Singapore Pte. Ltd. Minority 40% owner of Tranglo Sdn. Bhd. (“Tranglo”)
Ripple Services, Inc.   Wholly owned subsidiary of the minority 40% owner of Tranglo Sdn. Bhd. (“Tranglo”)
INFINT Capital LLC   Sponsor of INFINT

 

(b)The Company had the following significant related party transactions for the nine months ended September 30, 2024 and 2023, respectively:

 

   2024   2023   2024   2023 
  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2024   2023   2024   2023 
   US$   US$   US$   US$ 
Sino Dynamic Solutions Limited                    
Purchase of intangible assets   403,168    -    1,439,045    - 
Support and maintenance costs   134,957    230,066    606,857    689,184 

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

9 Related party transactions (Continued)

 

A Pay-Out Support Agreement (the “Agreement”) between Ripple Services, Inc. and Tranglo was entered into on March 10, 2021. According to the Agreement, Tranglo agreed to integrate with RippleNet and On Demand Liquidity (collectively, the “Ripple Solution”) which are developed by Ripple for facilitating cross-border payments, and act as the service provider of Ripple. Under the Agreement, Tranglo’s remittance partners can choose to adopt the use of XRP provided by On-Demand Liquidity facility for prefunding purposes. Both Ripple and Tranglo agreed to make use of the Programmatic Liquidation system for liquidation of XRP as received by Tranglo for prefunding purposes into USD or other fiat currencies. Under the Agreement, Ripple guarantees that Tranglo will receive the agreed amount of fiat currencies from the liquidation of XRP on every agreed XRP prefunding arrangement, and that any shortfall in the liquidation process will be covered by Ripple. In exchange, Tranglo has to offer certain discounts on transaction fees and foreign exchange fees for the remittance partners who adopt the On-Demand Liquidity services of Ripple Solution and use XRP for prefunding transactions.

 

Ripple Labs Singapore Pte. Ltd. and Tranglo entered into a Master XRP Commitment to Sell Agreement on March 11, 2022, which was subsequently amended in 2022 and 2023 (referred to as the “Tranglo Commitment to Sell Agreement”). Pursuant to the Tranglo Commitment to Sell Agreement, Tranglo can execute ODL transactions in which Ripple Labs Singapore Pte. Ltd will make available via automated wallet funding service (“AWF”) up to $50,000,000 worth of XRP for working capital purposes. Under the Tranglo Commitment to Sell Agreement, Ripple Labs Singapore Pte. Ltd deposits certain amounts of XRP into Tranglo’s crypto wallet. The Tranglo Commitment to Sell Agreement stipulates that the legal title and rights to the XRP deposited in Tranglo’s crypto wallet belong to Ripple Labs Singapore Pte. Ltd. Under the Tranglo Commitment to Sell Agreement, Tranglo agrees to transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte. Ltd in its bailment account to Tranglo for prefunding purposes. In exchange for obtaining the XRP, Tranglo has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte. Ltd.

 

The balance of deposits of XRP in Tranglo’s crypto wallet as of September 30, 2024 and December 31, 2023 was approximately $2.2 million and $2.0 million, respectively. A maximum limit of $50.0 million is included in the Tranglo Commitment to Sell Agreement.

 

Ripple Labs Singapore Pte. Ltd. and GEA also entered into a Master XRP Commitment to Sell Agreement on September 12, 2022 (referred to as the “GEA Commitment to Sell Agreement”), when GEA was onboarded as an ODL RP. Pursuant to the GEA Commitment to Sell Agreement, GEA can execute ODL transactions. Under the GEA Commitment to Sell Agreement, Ripple Labs Singapore Pte. Ltd deposits certain amounts of XRP into the account of its ODL RP (i.e., the crypto wallet of GEA). The GEA Commitment to Sell Agreement stipulates that the legal title and rights to the XRP deposited in GEA’s crypto wallet belong to Ripple Labs Singapore Pte. Ltd. Under the GEA Commitment to Sell Agreement, GEA agrees to transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte. Ltd in its bailment account to Tranglo for prefunding purposes. Once the XRP transfer is confirmed, the legal title of that XRP will be transferred from Ripple Labs Singapore Pte. Ltd to GEA. Also, in exchange for obtaining the XRP, GEA has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte. Ltd. Ripple Labs Singapore Pte. Ltd and GEA also entered into a Line of Credit and related addendums in connection with the GEA Commitment to Sell Agreement, under which Ripple Labs Singapore Pte. Ltd provided to GEA a $5 million credit facility for a two-year term, providing GEA with the resources to aggressively promote the use of ODL services.

 

The balance of deposits of XRP in GEA’s crypto wallet as of December 31, 2023 was zero. There is no maximum limit included in the GEA Commitment to Sell Agreement.

 

Under the Master XRP Commitment to Sell Agreement signed between Ripple and GEA Limited, Ripple will make available XRP for GEA. GEA can choose to adopt the use of XRP provided by Ripple’s On-Demand Liquidity facility for prefunding purposes. Each withdrawal of XRP shall be converted into a USD purchase price based on mutually agreed upon rate quote. XRP will be sent to Tranglo for liquidation of XRP into USD by Programmatic Liquidation system for prefunding transactions.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

9 Related party transactions (Continued)

 

The total dollar value of the ODL remittance partner transactions related to the XRP that was drawn down in the prefunding arrangements for the Nine months ended September 30, 2024 and 2023 are approximately $204.2 million and $384 million, respectively. Revenues for Tranglo generated from the ODL remittance for the Nine months ended September 30, 2024 and 2023 are approximately $0.7 million and $1.4 million, respectively. Amounts settled to Ripple for the Nine months ended September 30, 2024 and 2023 are approximately $632.7 million and $554.8 million, respectively. Amounts settled to Ripple by GEA Limited for ODL prefunding transactions while acting as the ODL RP for the nine-month periods ended September 30, 2024 and 2023 are approximately $Nil and $104.2 million, respectively. Amounts settled to Ripple by Tranglo which had made use of the ODL services while acting as the remittance hub for the Nine months ended September 30, 2024 and 2023 were approximately $632.7 million and $450.6 million, respectively. ODL balance with Ripple has been disclosed in the related party balance note below.

 

(c)The Company had the following related party balances as of September 30, 2024 and December 31, 2023:

 

  

September 30, 2024

   December 31, 2023 
   US$   US$ 
Amounts due from related parties          
Sino Dynamic Solutions Limited   -    7,148,208 
The Wall Street Factory Ltd   1,923,357    - 
Dynamic Fintech Group (HK) Ltd.   1,231,207    - 
Others   676,631    139,168
Amounts due from related parties   3,831,195    7,287,376 
           
Amounts due to related parties          
Regal Planet Limited   48,461,156    48,654,398 
GEA Limited   10,326,867    - 
Sino Dynamic Solutions Limited   365,210    4,130,912 
Mr. Alexander Kong   1,436,959    114,374 
Ripple Lab Inc.   16,085,461    32,584,911 
Others   1,793,723    1,003,924 
Amounts due to related parties   78,469,376    86,488,519 

 

The amounts due from/to related parties are unsecured, interest-free and repayable on demand, except for the balance with Ripple, which is interest free for one week. Interest paid to Ripple for the nine-month periods ended September 2024 and 2023 is US$303,677 and US$609,058, respectively. The transactions occur in the course of the Company’s operations.

 

Borrowings arising from transactions with related parties are described in Note 5.

  
InFint Acquisition Corporation [Member]    
Related party transactions  

NOTE 5. RELATED PARTY TRANSACTIONS

Related party transactions 

 

Founder Shares

At December 31, 2023 and December 31, 2022, the Company issued an aggregate of 5,833,083 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,100 in cash. Our Sponsor transferred 69,999 Class B ordinary shares to EF Hutton and 30,000 Class B ordinary shares to JonesTrading as Representative Shares (the Representative Shares are deemed to be underwriter’s compensation by the Financial Industry Regulatory Authority (“FINRA”) pursuant to Rule 5110 of the FINRA Manual). The initial shareholders collectively own 22.58% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities).

 

The initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary share (except to certain permitted transferees) or any of the Class B ordinary shares (or the Class A ordinary shares into which they be converted) until, the earlier of (i) nine months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20-trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary share for cash, securities or other property.

 

IPO Promissory Note - Related Party

 

On April 20, 2021, the Sponsor issued an unsecured promissory note (the “Promissory Note”) to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of up to $400,000, to be used for payment of costs related to the Initial Public Offering. The note was interest bearing (0.01% annual rate) and was payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. These amounts were repaid upon completion of the Initial Public Offering out of the $696,875 of offering proceeds that has been allocated for the payment of offering expenses. The Company borrowed $338,038 (included interest) under the Promissory Note, and fully repaid the Note in full on December 10, 2021. As of December 31, 2023 and 2022, there was no outstanding balance under the Promissory Note.

 

Administrative Services Arrangement

 

The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on NYSE through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $10,000 per month for these services. For the year ended December 31, 2023, the Company incurred $120,000 in expenses for these services. In addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $88,395. For the year ended December 31, 2022, the Company incurred $120,000 in expenses for these services. In addition, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amount of $167,618.

 

Related Party Loans and Costs

 

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.00 per warrant. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

 

On May 1, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $150,000 to the Sponsor, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company. The Note does not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding under the Note into that number of private placement warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants, including the transfer restrictions applicable thereto. The Note was subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

 

On September 13, 2023, the Company issued an unsecured promissory note (the “Amended Note”) in the principal amount of up to $400,000 to the Sponsor, which may be drawn down from time to time prior to the Maturity Date upon request by the Company. The Amended Note amended, replaced and superseded in its entirety the Note, and any unpaid principal balance of the indebtedness evidenced by the Note has been merged into and evidenced by the Amended Note. The Amended Note does not bear interest and the principal balance will be payable on the Maturity Date. In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding under the Amended Note into that number of Working Capital Warrants equal to the portion of the principal amount of the Amended Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants, including the transfer restrictions applicable thereto. The Amended Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Amended Note and all other sums payable with regard to the Amended Note becoming immediately due and payable. As of December 31, 2023 and December 31, 2022, the Company has borrowed $325,000 and nil from the Working Capital Loans, respectively.

 

On March 6, 2024, the Company issued an unsecured promissory note in the principal amount up to $500,000 to Seamless Group Inc. a Cayman Islands exempted company (“Seamless”), which may be drawn down from time to time prior to the Maturity Date (as defined below) upon request by the Company. The Note does not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). (See Note 9)

 

 

INFINT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

Representative Shares

 

On November 23, 2021, the Company assigned 99,999 shares of Class B ordinary share to the representative for nominal consideration (the “Representative Shares”). The Company estimated the fair value of Representative Shares to be $268,617, which is 2.87% of total offering cost of $9,351,106. The Company recognized the estimated fair value as part of offering costs. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

 

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110I(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

 
Seamless Group Inc [Member]    
Related party transactions  

21 Related party transactions

 

(a)Related parties

 

Name of related parties   Relationship with the Company
Dr. Ronnie Hui   Chief Executive Officer of the Company
Mr. Alexander Kong   Chairman of Seamless Group
Regal Planet Limited   Ultimate holding company
Sino Dynamic Solutions Limited   Company controlled by a director of the Company
PT Walletku Indompet Indonesia   Investment held indirectly by the Company
Ripple Labs Singapore Pte. Ltd.   Minority 40% owner of Tranglo
Ripple Services, Inc.   Minority 40% owner of Tranglo

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

21 Related party transactions (continued)

 

(b)The Company had the following significant related party transactions for the years ended December 31, 2023 and 2022, respectively:

 

           
   Years ended December 31, 
   2023   2022 
   US$   US$ 
Sino Dynamic Solutions Limited          
Purchase of intangible assets   2,551,184    - 
Support and maintenance costs   919,654    919,404 

 

A Pay-Out Support Agreement (the “Agreement”) between Ripple Services, Inc. and Tranglo was entered into on March 10, 2021. According to the Agreement, Tranglo agreed to integrate with RippleNet and On Demand Liquidity (collectively the Ripple Solution) which are developed by Ripple for facilitating cross-border payments, and act as the service provider of Ripple. Under the Agreement, Tranglo’s remittance partners can choose to adopt the use of XRP provided by On-Demand Liquidity facility for prefunding purposes. Both Ripple and Tranglo agreed to make use of the Programmatic Liquidation system for liquidation of XRP as received by Tranglo for prefunding purposes into USD or other fiat currencies. Under the Agreement, Ripple guarantees that Tranglo will receive the agreed amount of fiat currencies from the liquidation of XRP on every agreed XRP prefunding arrangement, and that any shortfall in the liquidation process will be covered by Ripple. In exchnage, Tranglo has to offer certain discounts on transaction fees and foreign exchange fees for the remittance partners who adopt the On-Demand Liquidity services of Ripple Solution and use XRP for prefunding transactions.

 

Ripple Labs Singapore Pte. Ltd. and Tranglo entered into a Master XRP Commitment to Sell Agreement on March 11, 2022, which was subsequently amended in 2022 and 2023 (referred to as the “Tranglo Commitment to Sell Agreement”). Pursuant to the Tranglo Commitment to Sell Agreement, Tranglo can execute ODL transactions in which Ripple Labs Singapore Pte. Ltd will make available via automated wallet funding service (“AWF”) up to $50,000,000 worth of XRP for working capital purposes. Under the Tranglo Commitment to Sell Agreement, Ripple Labs Singapore Pte. Ltd deposits certain amounts of XRP into Tranglo’s crypto wallet. The Tranglo Commitment to Sell Agreement stipulates that the legal title and rights to the XRP deposited in Tranglo’s crypto wallet belong to Ripple Labs Singapore Pte. Ltd. Under the Tranglo Commitment to Sell Agreement, Tranglo agrees to transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte. Ltd in its bailment account to Tranglo for prefunding purposes. In exchange for obtaining the XRP, Tranglo has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte. Ltd.

 

The balance of deposits of XRP in Tranglo’s crypto wallet as of December 31, 2023 and 2022 was approximately $2.0 million and $3.3 million, respectively. A maximum limit of $50.0 million is included in the Tranglo Commitment to Sell Agreement.

 

Ripple Labs Singapore Pte. Ltd. and GEA also entered into a Master XRP Commitment to Sell Agreement on September 12, 2022 (referred to as the “GEA Commitment to Sell Agreement”), when GEA was onboarded as an ODL RP. Pursuant to the GEA Commitment to Sell Agreement, GEA can execute ODL transactions. Under the GEA Commitment to Sell Agreement, Ripple Labs Singapore Pte. Ltd deposits certain amounts of XRP into the account of its ODL RP (i.e., the crypto wallet of GEA). The GEA Commitment to Sell Agreement stipulates that the legal title and rights to the XRP deposited in GEA’s crypto wallet belong to Ripple Labs Singapore Pte. Ltd. Under the GEA Commitment to Sell Agreement, GEA agrees to transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte. Ltd in its bailment account to Tranglo for prefunding purposes. Once the XRP transfer is confirmed, the legal title of that XRP will be transferred from Ripple Labs Singapore Pte. Ltd to GEA. Also, in exchange for obtaining the XRP, GEA has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte. Ltd. Ripple Labs Singapore Pte. Ltd and GEA also entered into a Line of Credit and related addendums in connection with the GEA Commitment to Sell Agreement, under which Ripple Labs Singapore Pte. Ltd provided to GEA a $5 million credit facility for a two-year term, providing GEA with the resources to aggressively promote the use of ODL services.

 

The balance of deposits of XRP in GEA’s crypto wallet as of December 31, 2023 and 2022 was zero and approximately $2.5 million, respectively. There is no maximum limit included in the GEA Commitment to Sell Agreement.

 

Under the Master XRP Commitment to Sell Agreement signed between Ripple and GEA Limited, Ripple will make available XRP for GEA. GEA can choose to adopt the use of XRP provided by Ripple’s On-Demand Liquidity facility for prefunding purposes. Each withdrawal of XRP shall be converted into a USD purchase price based on mutually agreed upon rate quote. XRP will be sent to Tranglo for liquidation of XRP into USD by Programmatic Liquidation system for prefunding transactions.

 

The total dollar value of the ODL remittance partner transactions related to the XRP that was drawn down in the prefunding arrangements for the years ended December 31, 2023 and 2022 are approximately $475.3 million and $721.1 million, respectively. Revenues for Tranglo generated from the ODL remittance for the years ended December 31, 2023 and 2022 are approximately $1.8 million and $2.6 million, respectively. Amounts settled to Ripple for the years ended December 31, 2023 and 2022 are approximately $698.6 million and $738.6 million, respectively. Amounts settled to Ripple by GEA Limited for ODL prefunding transactions while acting as the ODL RP for the years ended December 31, 2023 and 2022 are approximately $104.2 million and $485.3 million, respectively. Amounts settled to Ripple by Tranglo which had made use of the ODL services while acting as the remittance hub for the years ended December 31, 2023 and 2022 were approximately $594.4 million and $253.3 million, respectively. ODL balance with Ripple has been disclosed in the related party balance note below.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

21 Related party transactions (continued)

 

(c)The Company had the following related party balances as of December 31, 2023 and 2022:

 

           
   December 31, 
   2023   2022 
   US$   US$ 
Amounts due from related parties          
PT Walletku Indompet Indonesia   -    - 
Sino Dynamic Solutions Limited   7,148,208    4,382,762 
Others   139,168    100,466 
Amounts due from related parties   7,287,376    4,483,228 
           
Amounts due to related parties          
Regal Planet Limited   48,654,398    49,079,276 
Sino Dynamic Solutions Limited   4,130,912    1,245,564 
Mr. Alexander Kong   114,374    114,508 
Ripple Lab Inc.   32,584,911    32,310,978 
Others   1,003,924    1,006,991 
Amounts due to related parties   86,488,519    83,757,317 

 

The amounts due from/to related parties are unsecured, interest-free and repayable on demand, except for the balance with Ripple, which is interest free for one week. Interest paid to Ripple for the year ended December 2023 and 2022 is US$812,473 and US$191,245, respectively. The transactions occur in the course of the Company’s operations.

 

Amount due to Ripple of $26 million by GEA Limited as of December 31, 2023 is guaranteed by Seamless Group Inc., Regal Planet Limited and Kong King Ong Alexander.

 

Borrowings arising from transactions with related parties are described in Note 11.

 
v3.25.0.1
Commitments and contingencies
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Commitments and contingencies

 

12 Commitments and Contingencies

 

Registration Rights

 

The holders of the Private Placement Warrants (and underlying securities) will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriter (and/or its designees) may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date of the Initial Public Offering. The holders of a majority of the Private Placement Warrants (and underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriter (and/or its designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriter and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriter and/or its designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering.

 

Lock-up Agreements

 

On August 30, 2024, INFINT entered into Lock-Up Agreements (the “Lock-up Agreements”) by and between INFINT and certain shareholders of Seamless (such shareholders, the “Company Holders”), pursuant to which, among other things, each Company Holder agreed not to, during the Lock-up Period (as defined below), lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase an option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the shares issued to such Company Holder in connection with the Business Combination (the “Lock-up Shares”), enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares, or publicly disclose the intention to do any of the foregoing, whether any of these transactions are to be settled by delivery of any such shares or other securities, in cash, or otherwise, subject to limited exceptions. As used herein, “Lock-Up Period” means the period commencing on the date of the Closing and ending on the earlier of: (i) six months after the Closing and (ii) the date after the Closing on which Currenc consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Currenc’s shareholders having the right to exchange their Currenc ordinary shares for cash, securities or other property.

 

The foregoing description of the Lock-Up Agreements is subject to and qualified in its entirety by reference to the full text of the form of the Lock-Up Agreement, a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated by reference.

 

In connection with the Closing, in order to meet Nasdaq unrestricted public float requirements, the parties agreed to waive lock-up restrictions on 2,100,000 shares held by the Sponsor.

 

Registration Rights Agreement

 

In connection with the Closing, on August 30, 2024, INFINT and certain existing shareholders of INFINT and Seamless (such parties, the “Holders”) entered into a registration rights agreement (the “Registration Rights Agreement”) to provide for the registration of Currenc’s ordinary shares issued to them in connection with the Business Combination. The Holders are entitled “piggy-back” registration rights with respect to registration statements filed following the consummation of the Business Combination, subject to certain requirements and customary conditions. Currenc will bear the expenses incurred in connection with the filing of any such registration statements.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

12 Commitments and Contingencies (Continued)

 

Right of First Refusal

 

For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a Business Combination, the Company has granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the Initial Public Offering.

 

Other Commitments and Contingencies

 

The Company believes, other than as disclosed herein, there are no other commitments or contingencies arising from the normal course of business or any legal proceedings that require recognition or disclosure in the condensed consolidated financial statements. On August 17, 2024, Ripple Markets APAC Pte. Ltd., the successor to Ripple Labs Singapore Pte. Ltd. (“RMA”), sent a default letter to GEA demanding payment totaling $27,257,540.64, and sent a demand letter to Seamless, as guarantor, for the full amount of the payment by August 19, 2024. On August 19, 2024, RMA filed a claim in Singapore naming Seamless and demanding that the defendants, jointly and severally, pay the demanded payment plus late payments and certain costs. Seamless has subsequently divested GEA, and intends to defend the claim.

  
InFint Acquisition Corporation [Member]    
Commitments and contingencies  

NOTE 6. COMMITMENTS AND CONTINGENCIES

 Commitments and contingencies

 

Registration Rights

 

The holders of the insider shares, as well as the holders of the Private Placement Warrants (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriter (and/or its designees) may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date of the Initial Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary share are to be released from escrow. The holders of a majority of the Private Placement Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriter (and/or its designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriter and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriter and/or its designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering.

 

Underwriting Agreement

 

The Company purchased the 2,608,680 units to cover over-allotments at the Initial Public Offering price.

 

The underwriter received a cash underwriting discount of: (i) one and one-quarter percent (1.25%) of the gross proceeds of the Initial Public Offering, or $2,499,985, (ii) one half of a percent (0.5%) in the form of representative shares. In addition, the underwriter is entitled to a deferred fee of three percent (3.00%) of the gross proceeds of the Initial Public Offering, or $5,999,964 upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

 

Shareholder Support Agreement

 

Concurrently with the execution of the Business Combination Agreement, INFINT, Seamless Shareholders and Seamless entered into the Shareholder Support Agreement, pursuant to which, among other things, such Seamless Shareholders party thereto agreed to (a) vote their Seamless shares in support and favor of the Business Combination Agreement, the Proposed Transactions and all other matters or resolutions that could reasonably be expected to facilitate the Proposed Transactions, (b) waive any dissenters’ rights in connection with the Transactions, (c) not transfer their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at or prior to Closing.

 

Sponsor Support Agreement

 

Concurrently with the execution of the Business Combination Agreement, Sponsor, INFINT and Seamless had entered into the Sponsor Support Agreement, pursuant to which, among other things, Sponsor agreed to (a) vote at the Company’s shareholder meeting in favor of the Business Combination Agreement and the Proposed Transactions, (b) abstain from redeeming any Sponsor founder shares in connection with the Proposed Transactions, and (c) waive certain anti-dilution provisions contained in the Company’s Memorandum and Articles of Association.

 

Lock-Up Agreement

 

At the Closing, INFINT will enter into individual Lock-Up Agreements with each of certain Seamless Shareholders (each, a “Locked-Up Shareholder”) pursuant to which, among other things, the New INFINT Ordinary Shares held by each Locked-Up Shareholder will be locked-up for a period ending on the earlier of (A) six (6) months following the Closing and (B) the date after the Closing on which INFINT consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of INFINT’s shareholders having the right to exchange their INFINT Shares for cash, securities, or other property.

 

Right of First Refusal

 

For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a business combination, the Company has granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)I(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement.

 

Risks and Uncertainties

 

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

INFINT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

 
Seamless Group Inc [Member]    
Commitments and contingencies  

22 Commitments and Contingencies

 

The Company believes there are no commitments or contingencies arising from the normal course of business or any legal proceedings that require recognition or disclosure in the consolidated financial statements.

 

 

SEAMLESS GROUP INC.
v3.25.0.1
Shareholders’ Deficit
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Shareholders’ Deficit

 

13 Shareholders’ Deficit

Ordinary Shares - The Company is authorized to issue 555,000,000 ordinary shares with a par value of $0.0001 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At September 30, 2024 and December 31, 2023, there were 46,527,999 and 33,980,753 ordinary shares issued and outstanding, respectively (reflecting retroactive application of recapitalization).

 

Warrants -The Public Warrants will become exercisable on the later of 30 days after the consummation of a Business Combination and 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

 

The Company will not be obligated to deliver any ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the ordinary share issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or such issuance is deemed to be exempt under the Securities Act and the securities laws of the state of residence of the registered holder of the warrants.

 

Once the warrants become exercisable, the Company may redeem the Public Warrants:

 

  ● in whole and not in part;
  ● at a price of $0.01 per warrant;
  ● at any time after the warrants become exercisable,
  ● upon not less than 30 days’ prior written notice of redemption to each warrant holder;
  ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and
  ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants.

 

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary share issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of ordinary share at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

13 Shareholders’ Deficit (Continued)

 

In addition, if (x) the Company issues additional ordinary share or equity-linked securities in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

 

The Private Placement Warrants, as well as up to 1,500,000 warrants underlying additional Private Placement Warrants the Company issues to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering. Pursuant to the agreement that the Company has entered into with the holders of the Private Placement Warrants, the Private Placement Warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial Business Combination.

 

At September 30, 2024 and December 31, 2023, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private Placement Warrants outstanding, respectively. At September 30, 2024, there were 136,110 PIPE Warrants outstanding (see Note 10, Convertible bonds and notes, for additional information). The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants, Private Placement Warrants and PIPE Warrants issued pursuant to their respective warrant agreement qualify for equity accounting treatment.

  
InFint Acquisition Corporation [Member]    
Shareholders’ Deficit  

NOTE 7. SHAREHOLDER’S EQUITY

Shareholders’ Deficit

 

Preferred Shares - The Company is authorized to issue 5,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2023 and 2022, there were no preferred shares issued or outstanding.

 

Class A Ordinary share - The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At December 31, 2023 and 2022, there were no Class A ordinary shares issued and outstanding (excluding the 7,408,425 shares subject to redemption as of December 31, 2023 and 19,999,880 shares subject to redemption as of December 31, 2022, respectively).

 

Class B Ordinary share - The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. At December 31, 2023 and December 31, 2022, there were 5,833,083 Class B ordinary shares issued and outstanding. The Sponsor transferred 69,999 Class B Ordinary shares to EF Hutton and 30,000 Class B ordinary shares to JonesTrading as representative shares. Hence, as of December 31, 2023 and 2022, 5,733,084 of Class B ordinary shares were held by the Sponsor and 99,999 of such shares were held by the representatives as representative shares. The initial shareholders own 22.58% of the issued and outstanding shares after the Initial Public Offering, assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering. Class B ordinary share will automatically convert into Class A ordinary share at the time of the Company’s initial business combination on a one-for-one basis.

 

Warrants -The Public Warrants will become exercisable on the later of 30 days after the consummation of a Business Combination and 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

 

The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary share issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or such issuance is deemed to be exempt under the Securities Act and the securities laws of the state of residence of the registered holder of the warrants.

 

Once the warrants become exercisable, the Company may redeem the Public Warrants:

 

  ● in whole and not in part;
     
  ● at a price of $0.01 per warrant;
     
  ● at any time after the warrants become exercisable,
     
  ● upon not less than 30 days’ prior written notice of redemption to each warrant holder;
     
  ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and
     
  ● if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants.

 

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary share issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A ordinary share at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

 

 

INFINT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

In addition, if (x) the Company issues additional Class A ordinary share or equity-linked securities in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

 

The Private Placement Warrants, as well as up to 1,500,000 warrants underlying additional Private Placement Warrants the Company issues to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering. Pursuant to an agreement that the Company has entered into with the holders of the Private Placement Warrants, the Private Placement Warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial business combination.

 

At December 31, 2023 and 2022, there were 9,999,940 Public Warrants outstanding and 7,796,842 warrants (each, a “Private Warrant” and collectively, the “Private Warrants”) outstanding. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

 
v3.25.0.1
Initial business combination
 12 Months Ended
Dec. 31, 2023
InFint Acquisition Corporation [Member]  
Initial business combination

NOTE 8. INITIAL BUSINESS COMBINATION

 Initial business combination

 

On August 3, 2022, INFINT entered into the Business Combination Agreement with Merger Sub and Seamless. The Business Combination Agreement was unanimously approved by INFINT’s board of directors. If the Business Combination Agreement is approved by INFINT’s shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless, with Seamless surviving the Merger as a wholly owned subsidiary of INFINT. The Business Combination Agreement was amended on October 20, 2022, November 29, 2022 and February 20, 2023.

 

Merger Consideration

 

Under the Business Combination Agreement, Seamless Shareholders are expected to receive Seamless Value in aggregate consideration in the form of New INFINT Ordinary Shares, equal to the quotient obtained by dividing (i) the Seamless Value by (ii) $10.00.

 

 

INFINT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

At the effective time, by virtue of the Merger:

 

● all shares of Seamless issued and outstanding immediately prior to the effective time will be cancelled and converted into the right to receive, in accordance with the terms of the Business Combination Agreement and the Payment Spreadsheet, the number of New INFINT Ordinary Shares set forth in the Payment Spreadsheet;
   
● Seamless options that are outstanding immediately prior to the effective time, whether vested or unvested, will be converted into the Exchanged Options in accordance with the terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet. Following the effective time, the Exchanged Options will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Seamless option(s) immediately prior to the effective time.
   
● the RSUs that are outstanding immediately prior to the effective time will be converted into the Exchanged RSUs in accordance with the terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet. Following the effective time, the Exchanged RSUs will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Seamless RSUs immediately prior to the effective time.

 

Proxy Statement/Prospectus and INFINT Shareholder Meeting

 

INFINT and Seamless filed with the SEC a Registration Statement on Form S-4 on September 30, 2022, as amended on December 1, 2022, February 13, 2023, April 18, 2023, June 9, 2023, August 11, 2023, December 7, 2023, and April 22, 2024, which included a proxy statement/prospectus that will be used as a proxy statement to be used in connection with the special meeting of the INFINT shareholders to be held to consider approval and adoption of (i) the Business Combination Agreement and the transactions contemplated therein, (ii) the issuance of New INFINT Ordinary Shares as contemplated by the Business Combination Agreement, (iii) the INFINT Amended and Restated Memorandum and Articles and (iv) any other proposals the parties deem necessary or desirable to effectuate the transactions contemplated by the Business Combination Agreement.

 
v3.25.0.1
Subsequent events
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Subsequent events

 

14 Subsequent Events

The Company has evaluated all events and transactions that occurred after September 30, 2024 through the filing of this Quarterly Report on Form 10-Q and determined that there have been no events that have occurred that would require adjustment to disclosures in the unaudited interim condensed consolidated financial statements.

  
InFint Acquisition Corporation [Member]    
Subsequent events  

NOTE 9. SUBSEQUENT EVENTS

Subsequent events

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the date the audited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

 

On January 19, 2024, the Company received a notification (the “Notice”) from the NYSE informing the Company that, because the number of public shareholders is less than 300, the Company is not in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Listing Rule”). The Listing Rule requires the Company to maintain a minimum of 300 public stockholders on a continuous basis. The Notice specifies that the Company has 45 days to submit a business plan that demonstrates how the Company expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice.

 

On March 4, 2024, the Company submitted such a business plan to demonstrate how the Company expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice. The plan is currently under review by the staff of NYSE Regulation. If NYSE Regulation accepts the plan, the Company will be notified in writing and will be subject to periodic reviews including quarterly monitoring for compliance with such plan. If NYSE Regulation does not accept the plan, the Company will be subject to delisting procedures. The Company expects that upon completion of an initial business combination it will have at least 300 public shareholders. The Notice has no immediate impact on the Company’s Class A ordinary shares, and provided the NYSE approves the plan, the Company’s Class A ordinary shares are expected to continue to be listed and traded on the NYSE during the 18-month period, subject to the Company’s compliance with other NYSE listing standards and periodic review by the NYSE of the Company’s progress under the plan.

 

On February 16, 2024, at the Extraordinary General Meeting of the Company, the shareholders of the Company approved a special resolution to amend the Charter to extend the date that the Company has to consummate a business combination from February 23, 2024 to the Third Extended Date.

 

In connection with the votes to approve the Third Extension, the holders of 2,661,404 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.36 per share, for an aggregate redemption amount of approximately $30.26 million, leaving approximately $53.97 million in the trust account.

 

On March 6, 2024, the Company issued the Note in the principal amount of up to $500,000 to Seamless, which may be drawn down from time to time prior to the Maturity Date upon request by the Company. The Note does not bear interest and the principal balance will be payable on the Maturity Date. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As previously disclosed, the Company, Seamless and FINTECH Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of the Company, are parties to the business combination agreement dated August 3, 2022, as amended.
v3.25.0.1
Reverse recapitalization and related transactions
 9 Months Ended
Sep. 30, 2024
Reverse Recapitalization And Related Transactions  
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:

 

●Seamless 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;
   
●Seamless 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 79% of Walletku (see Note 8, Acquisition of Dynamic Indonesia Holdings Limited, for more information);
   
●The applicable holder exercised its right to convert Seamless’ outstanding bonds payable into 2,736,287 common shares of Seamless;
   
●5,803,000 Seamless shares were issued to employees subject to the employee Share Incentive Plan;
   
 ●290,000 Seamless shares were issued and reserved for service providers;
   
●For the purposes of splitting Seamless, GEM 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

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 4,483,026 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 4,483,026, 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 notes, 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 Currenc ordinary shares issued and outstanding immediately following the consummation of the Reverse Recapitalization were as follows:

 

Exchange Consideration Shares   40,000,000 
Public Shares   94,916 
Sponsor Shares   4,483,026 
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.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

3 Reverse Recapitalization and Related Transactions (continued)

 

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:

 

      
Cash overdraft  $(187)
Accrued expenses   (5,364,533)
Accrued expenses - Sponsor (1)   

(278,623

)
Deferred underwriter fee payable   (5,699,964)
Promissory note - Sponsor   

(325,000

)
Promissory note - Seamless (2)   (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.

 
v3.25.0.1
Goodwill
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Goodwill

 

4 Goodwill

 

   Goodwill 
   US$ 
      
Balance as of January 1, 2023 and December 31, 2023   27,001,383 
Goodwill impairment   (1,657)
Balance as of September 30, 2024   26,999,726 

 

The following table sets forth the goodwill by reportable segments:

 

   September 30, 2024  December 31, 2023
   US$  US$
Remittance services   12,919,935   12,921,592
Sales of Airtime   14,079,791   14,079,791
Goodwill   26,999,726   27,001,383

 

The goodwill was arising from the acquisition of Tranglo and Walletku Group in 2018 and 2022, respectively.

  
Seamless Group Inc [Member]    
Goodwill  

9 Goodwill

 

Changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 were as follows:

 

   Goodwill 
   US$ 
     
Balance as of January 1, 2022   19,229,528 
Goodwill from acquisition   7,771,855 
Balance as of December 31, 2022, January 1, 2023 and December 31, 2023   27,001,383 

 
v3.25.0.1
Borrowings
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Borrowings

 

5 Borrowings

 Schedule of borrowings

  

September 30, 2024

   December 31, 2023 
   US$   US$ 
Short-term borrowings (i)   20,137,666    8,772,710 
           
Long-term borrowings (ii)   -    11,538,357 
Less: current maturities   -    (9,031,383)
Non-current maturities   -    2,506,974 

 

(i)As of September 30, 2024 and December 31, 2023, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from Nil to 24.0% and 15.0% to 24.0% per annum, respectively. As of September 30, 2024 and December 31, 2023, the weighted average interest rate of these borrowings was 13.7% and 22.6% per annum, respectively. The borrowings are denominated in Hong Kong Dollar (“HK$”) and United States Dollar (“US$”).
   
(ii)As of December 31, 2023, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0% to 24.0% per annum, respectively. As of December 31, 2023, the weighted average interest rate of these borrowings was 13.1% per annum. The borrowings are denominated in HK$ and US$.

 

As of September 30, 2024 and December 31, 2023, the Company obtained loans from two members of management of the Company:

 

A loan of HK$12.3 million (equivalent to US$1.6 million) has been provided by Mr. Alexander Kong, the Chairman, at an interest rate of 12% per annum. Another loan of HK$3.6 million (equivalent to US$0.5 million) has been provided by Dr. Ronnie Hui, the Chief Executive Officer, at an interest rate of 12% per annum.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

5 Borrowings (continued)

 

As of September 30, 2024, loans of US$7.9 million were guaranteed by Mr. Alexander Kong (2023: US$8.7 million).

 

Interest expense during the three month periods ended September 30, 2024 and 2023 was US$3,855,555 and US$695,276, respectively.

 

Interest expense during the nine month periods ended September 30, 2024 and 2023 was US$7,682,277 and US$3,850,152, respectively.

 

In connection with the Business Combination, the Company executed several unsecured promissory notes on August 30, 2024:

 

(i) Promissory Notes to Third Parties:

 

On August 30, 2024, the Company issued unsecured promissory notes for approximately $5.7 million to EF Hutton to settle the balance of deferred underwriting fees and approximately $3.2 million to Greenberg Traurig to settle the balance of legal fees. The outstanding amount under the loans as of September 30, 2024 was approximately $8.9 million.

 

(ii) Promissory Note to Related Party:

 

On August 30, 2024, the Company issued a promissory note to the Sponsor for $603,623, replacing the existing unsecured promissory note with an outstanding amount of $325,000 dated September 13, 2023, for financing working capital expenses. As of September 30, 2024, the new promissory note had an outstanding balance of $603,623.

 

The promissory notes to third parties and related party issued in connection with the Business Combination do not bear interest, and the principal balances are payable in equal monthly installments over terms of less than one year. The notes are subject to customary events of default and financing closure above a certain threshold, which, if triggered, would cause the unpaid principal balance and all other sums payable under the notes to become immediately due and payable.

 

The fair value of these notes approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

5 Borrowings (continued)

 

As of September 30, 2024, the borrowings will be due according to the following schedule:

 

   Principal amounts 
   US$ 
For the period ending September 30,     
Within one year   20,137,666 
Within two years   - 
Within three years   - 
Total   20,137,666 

 

The carrying values of short-term borrowings approximate their fair values due to their short-term maturities. The Company’s long-term borrowings are subject to both fixed and floating interest rates. The carrying values of each type of these borrowings approximate their fair values as the interest rates reflect the rates offered to other entities with similar characteristics to Currenc.

  
Seamless Group Inc [Member]    
Borrowings  

11 Borrowings

 

           
   December 31, 
   2023   2022 
   US$   US$ 
         
Short-term borrowings (i)   8,772,710    8,978,390 
           
Long-term borrowings (ii)   11,538,357    12,305,279 
Less: current maturities   (9,031,383)   (4,426,000)
Non-current maturities   2,506,974    7,879,279 

 

(i)As of December 31, 2023 and 2022, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from 15.0% to 24.0% and 15.0% to 24.0% per annum, respectively. As of December 31, 2023 and 2022, the weighted average interest rate of these borrowings was 22.6% and 22.4% per annum, respectively. The borrowings are denominated in HK$ and US$.

 

(ii)As of December 31, 2023 and 2022, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0% to 24.0% and 2.5% to 24.0% per annum, respectively. As of December 31, 2023 and 2022, the weighted average interest rate of these borrowings was 13.1% and 15.5% per annum, respectively. The borrowings are denominated in HK$ and US$.

 

As of December 31, 2023, the Company obtained loans from three members of management of the Company.

 

A loan of HK$4.7 million (equivalent to US$0.6 million) has been provided by Mr. Takis Wong, the Chief Operating Officer, at an interest rate of 12% per annum. The loan is unsecured and repayable in full on April 4, 2024. Another loan of HK$2.5 million and 9.8 million (equivalent to US$0.3 million and US$1.3 million) has been provided by Mr. Alexander Kong, the Chairman, at an interest rate of 12% per annum. The loan is unsecured and repayable in full on March 30 and June 30, 2024, respectively. Another loan of HK$3.6 million (equivalent to US$0.6 million) has been provided by Dr. Ronnie Hui, the Chief Executive Officer, at an interest rate of 12% per annum. The loan is unsecured and repayable on demand. The company is in negotiation to extend the above loans.

 

(iii)As of December 31, 2023, the Company had a loan of US$2.05 million from Noble Tack International Limited, one of the shareholders of its subsidiary, Dynamic Indonesia Holdings Limited. The loan is unsecured, interest-free and repayable on demand.
   
 (iv)As of December 31, 2023 and 2022, the Company had obtained a line of credit of US$5 million from Ripple Labs, Inc., one of the related parties of their subsidiary, Tranglo Sdn. Bhd. The loan is unsecured and has an interest rate of 12% per annum. Amount drawn down as of December 31, 2023 and 2022, was US$5 million and US$5 million respectively. The line of credit facility has a maturity of two years from the effective date of September 12, 2022. Ripple has the option of calling any drawdown on or after the first anniversary.

 

As of December 31, 2023, loans of US$8.7 million were guaranteed by Mr. Alexander Kong (2022: US$9.3 million).

 

Interest expense during the years ended December 31, 2023 and 2022 was US$4,655,070 and US$4,591,803, respectively.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

11 Borrowings (continued)

 

As of December 31, 2023, the long-term borrowings will be due according to the following schedule:

Schedule of long term borrowings

 

      
   Principal amounts 
    US$ 
For the year ending December 31,     
2024   9,031,383 
2025   466,188 
2026   - 
2027   2,040,786 
Total   11,538,357 

 

The carrying values of short-term borrowings approximate their fair values due to their short-term maturities. The Company’s long-term borrowing are subject to both fixed and floating interest rates. The carrying values of each type of these borrowings approximate their fair values as the interest rates reflect the rates offered to other entities with similar characteristics to Seamless.

 
v3.25.0.1
Receivable factoring
 9 Months Ended
Sep. 30, 2024
Receivable Factoring  
Receivable factoring

 

6 Receivable factoring

 

The receivables factoring facility represents an interest-bearing loan for an amount of US$624,227 (2023: US$423,483) based on terms and conditions set out in the facility agreement dated January 10, 2019 and further revised on April 22, 2021. The loan is secured, bears an effective interest rate of 9.8% (2023: 10%) per annum calculated on a daily rest basis at the end of the reporting period. Principal and interest are to be repaid within 120 (2023: 120) days from the date of each invoice.

 

The weighted average interest rate as of September 30, 2024 and December 31, 2023 was 9.8% and 10.0% per annum, respectively. Interest expense during the nine-month periods ended September 30, 2024 and 2023 was US$44,710 and US$46,460, respectively.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
v3.25.0.1
Segments
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Segments

 

7 Segments

 

   2024   2023   2024   2023 
  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2024   2023   2024   2023 
   US$   US$   US$   US$ 
Revenue                    
Remittance services                    
Fiat remittance   4,754,297    5,890,240    17,038,494    18,878,689 
ODL remittance   191,588    410,076    749,969    972,872 
Sales of Airtime   6,289,988    6,395,893    17,469,080    19,925,467 
Other services   23,843    40,338    112,960    124,938 
Revenue   11,259,716    12,736,547    35,370,503    39,901,966 
Cost of sales                    
Remittance services   (2,211,516)   (2,705,658)   (7,743,463)   (8,513,348)
Sales of Airtime   (5,817,457)   (5,815,033)   (16,017,579)   (17,954,058)
Other services   (95,569)   (76,657)   (269,752)   (225,087)
Cost of sales   (8,124,542)   (8,597,348)   (24,030,794)   (26,692,493)
Gross Profit                    
Remittance services   2,734,369    3,594,658    10,045,000    11,338,213 
Sales of Airtime   472,531    580,860    1,451,501    1,971,409 
Other services   (71,726)   (36,319)   (156,792)   (100,149)
Gross Profit   3,135,174    4,139,199    11,339,709    13,209,473 

 

  
Seamless Group Inc [Member]    
Segments  

18 Segments

 

         
   Years ended December 31, 
   2023   2022 
   US$   US$ 
Revenue  -    -  
Remittance services   26,695,196    26,714,151 
Sales of Airtime   26,398,707    28,501,152 
Other services   161,458    285,614 
Revenue   53,255,361    55,500,917 

 

   Years ended December 31, 
   2023   2022 
   US$   US$ 
Cost of sales  -    -  
Remittance services   (11,375,525)   (13,268,205)
Sales of Airtime   (24,206,112)   (26,370,613)
Other services   (317,419)   (242,129)
Cost of sales   (35,899,057)   (39,880,947)

 

   Years ended December 31, 
   2023   2022 
   US$   US$ 
Gross Profit   -     -  
Remittance services   15,319,671    13,445,946 
Sales of Airtime   2,192,595    2,130,539 
Other services   (155,962)   43,485 
Gross Profit   17,356,304    15,619,970 

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

18 Segments (Continued)

 

The following table sets forth the Expenditures for additions to long-lived assets other than goodwill and acquired intangible assets:

Schedule for additions to long-lived assets other than goodwill and acquired intangible assets

 

           
   December 31, 
   2023   2022 
   US$   US$ 
Remittance services expense   302,950    532,457 
Sales of Airtime   -    - 
Other services   -    - 
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets   302,950    532,457 

 

The following table sets forth the revenues by geographical area:

Schedule of geographical information

 

         
   Years ended December 31, 
   2023   2022 
   US$   US$ 
Revenue        
Hong Kong   9,726,364    8,647,764 
Malaysia   29,317,906    36,742,314 
Indonesia   14,211,091    10,110,839 
Revenue   53,255,361    55,500,917 

 

The following table sets forth the long-lived assets other than goodwill and intangible assets by geographical area:

Schedule of long lived assets geographical information

 

           
   December 31, 
   2023   2022 
   US$   US$ 

Long-lived assets other than goodwill and acquired intangible assets

          
Hong Kong   4,368,106    3,647,913 
Malaysia   1,005,601    1,276,989 
Indonesia   62,056    121,698 
Long-Lived Assets   5,435,763    5,046,600 
           
Add: Non-disclose items          
Investment in an equity security   100,000    100,000 
Deferred tax assets   972,984    768,617 
Goodwill   27,001,383    27,001,383 
Acquired intangible assets   4,926,674    6,467,231 
Long-lived assets other than goodwill and acquired intangible assets   33,001,041    39,383,831 

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

18 Segments (Continued)

 

The following table sets forth the goodwill by reportable segments:

Schedule of goodwill reportable segments

 

           
   December 31, 
   2023   2022 
   US$   US$ 
Remittance services   12,921,592    12,921,592 
Sales of Airtime   14,079,791    14,079,791 
Goodwill   27,001,383    27,001,383 

 
v3.25.0.1
Acquisition of dynamic indonesia holdings limited
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Acquisition of dynamic indonesia holdings limited

 

8 Acquisition of Dynamic Indonesia Holdings Limited

 

On June 2, 2022, Dynamic Indonesia Holdings Limited and its two shareholders, Dynamic Investment Holdings Limited and Noble Tack International Limited, entered into a Subscription Agreement (“Subscription”) whereby Dynamic Indonesia Holdings Limited will offer the shareholders to subscribe to 5,000 shares of the Company in five equal tranches.

 

Only Dynamic Investment Holdings Limited subscribed to the first tranche, and upon completion of its purchase of 1,000 shares on June 2, 2022 for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from 49% to approximately 51%. As a subsidiary of the Company, Dynamic Indonesia Holdings Limited’s financial performance has been included in the Company’s interim condensed consolidated financial statements from the date of acquisition.

 

The allocation of the purchase price as of the date of acquisition is summarized as follows:

 

   US$ 
Net assets acquired (i)   (1,590,634)
Goodwill (Note 4)   7,851,590 
Non-controlling interests   (3,931,441)
Total   2,329,515 
      
Total purchase price is comprised of:     
Cash consideration   200,000 
Fair value of previously held equity interests   2,129,515 
Total   2,329,515 

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

8 Acquisition of Dynamic Indonesia Holdings Limited (Continued)

 

(i)Goodwill arose on the acquisition from the expected synergies from combining our existing airtime operations with those of Dynamic Indonesia Holdings Limited.
   
(ii)An independent valuation firm was hired by Noble Tack International Limited to value it shares in Dynamic Indonesia at approximately the date of the acquisition. The firm used market approach Price-to-Sales multiple-based methodology to determine the value.

 

On June 2, 2022, in conjunction with the share purchase described above, the Company granted a put option to Noble Tack International Limited. The put option grants the holder the right to convert its equity interest in and loan to Dynamic Indonesia Holdings Limited into equity of the Company as defined in the agreement. The option is valid for two years.

 

On October 3, 2022 only Dynamic Investment Holdings Limited subscribed to the second tranche, and upon completion of its purchase of 1,000 shares for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 51% to approximately 54%.

 

On February 3, 2023 only Dynamic Investment Holdings Limited subscribed to the third tranche, and upon completion of its purchase of 1,000 shares for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 54% to approximately 56%.

 

On June 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fourth tranche, and upon completion of its purchase of 1,000 shares for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 56% to approximately 57%.

 

On October 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fifth tranche, and upon completion of its purchase of 1,000 shares for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 57% to approximately 59%.

 

On August 30, 2024, Noble Tack International Limited has exercised the put option to convert its equity interest in and loan to Dynamic Indonesia Holdings Limited into Convertible Bonds of Seamless Group Inc. The total option price of US$5,353,841 were converted. The Convertible Bonds have been further converted into shares of Seamless Group Inc.

  
Seamless Group Inc [Member]    
Acquisition of dynamic indonesia holdings limited  

20 Acquisition of Dynamic Indonesia Holdings Limited

On June 2, 2022, Dynamic Indonesia Holdings Limited and its two shareholders, Dynamic Investment Holdings Limited and Noble Tack International Limited, entered into a Subscription Agreement (“Subscription”) whereby Dynamic Indonesia Holdings Limited will offer the shareholders to subscribe to 5,000 shares of the Company in five equal tranches.

 

Only Dynamic Investment Holdings Limited subscribed to the first tranche, and upon completion of its purchase of 1,000 shares on June 2, 2022 for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from 49% to approximately 51%. As a subsidiary of the Company, Dynamic Indonesia Holdings Limited’s financial performance has been included in the Company’s interim condensed consolidated financial statements from the date of acquisition.

 

The allocation of the purchase price as of the date of acquisition is summarized as follows:

Schedule of purchase price of acquisition

 

      
   US$ 
Net assets acquired (i)   (1,510,899)
Goodwill (Note 9) (ii)   7,771,855 
Non-controlling interests (iii)   (3,931,441)
Total   2,329,515 
      
Total purchase price is comprised of:     
Cash consideration   200,000 
Fair value of previously held equity interests   2,129,515 
Total   2,329,515 

 

(i)Net assets acquired primarily included accounts receivables and other receivables of approximately US$0.6 million, property and equipment of approximately US$0.2 million, operating lease right-of-use assets relating to land use rights of approximately US$0.1 million and other assets of approximately US$1.6 million and liabilities of approximately US$4.1 million as of the date of acquisition.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

20 Acquisition of Dynamic Indonesia Holdings Limited (Continued)

 

(ii)Goodwill arose on the acquisition from the expected synergies from combining our existing airtime operations with those of Dynamic Indonesia Holdings Limited.

 

(iii)An independent valuation firm was hired by Noble Tack International Limited to value it shares in Dynamic Indonesia at approximately the date of the acquisition. The firm used market approach Price-to-Sales multiple-based methodology to determine the value.

 

On June 2, 2022, in conjunction with the share purchase described above, the Company granted a put option to Noble Tack International Limited. The put option grants the holder the right to convert its equity interest in and loan to Dynamic Indonesia Holdings Limited into equity of the Company as defined in the agreement. The option is valid for two years.

 

On October 3, 2022 only Dynamic Investment Holdings Limited subscribed to the second tranche, and upon completion of its purchase of 1,000 shares for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 51% to approximately 54%.

 

On February 3, 2023 only Dynamic Investment Holdings Limited subscribed to the third tranche, and upon completion of its purchase of 1,000 shares for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 54% to approximately 56%.

 

On June 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fourth tranche, and upon completion of its purchase of 1,000 shares for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 56% to approximately 57%.

 

On October 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fourth tranche, and upon completion of its purchase of 1,000 shares for $200,000, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 57% to approximately 59%.

 

The following amounts of the acquiree since the acquisition date are included in the December 2023 consolidated statement of operations. Comparable information for 2021 is not available.

Schedule of acquisition of consolidated statements of operations

 

           
   2023   2022 
   US$   US$ 
Revenue   14,211,091    10,110,839 
Loss after tax   (836,874)   (498,424)

 

 
v3.25.0.1
Convertible bonds and notes
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Convertible bonds and notes

 

10 Convertible bonds and notes

 

Convertible Bonds

 

On September 14, 2023, the parties entered into the Third Amendment Agreement for the purpose of, among others, reviewing and amending certain terms and conditions under the Amended and Restated Convertible Bond Instrument, and further the Company has been authorized by a resolution of its board of directors dated September 11, 2023 to create and issue a US$10,000,000 15% secured guaranteed convertible bonds (the “Convertible Bonds”) and to replace and terminate the Amended and Restated Convertible Bond Instrument (the “Second Amended and Restated Convertible Bond Instrument” or the “Convertible Bond Instrument”).

 

On August 30, 2024, the Lender has converted the convertible bond into the shares of Seamless. A total amount of principal plus accrued interest of US$17 million has been converted into equity of Seamless.

 

PIPE Financing

 

On August 30, 2024, the Company entered into a Convertible Note Purchase Agreement (“Note Purchase Agreement”) with the PIPE Investor (the “Noteholder”), pursuant to the terms of the agreement, the Company issued to the Noteholder the following: (i) 400,000 Currenc ordinary shares of as a commitment fee (“Commitment Shares”, (ii) a Convertible Promissory Note with principal amount of $1,944,444, and (iii) 136,110 Warrants to buy 136,110 Currenc ordinary shares with an exercise price of $11.50 per share. In exchange for the issuances of the Commitment Shares, the Convertible Promissory Note and Warrants, the Company received from the Noteholder proceeds of $1,750,000.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

10 Convertible bonds and notes (Continued)

 

On issuance, the Convertible Promissory Note had a fair value of $1,750,000 and matures on the eighteen-month anniversary date of the issuance of such convertible promissory note (“Maturity Date”) and bears interest at a rate of 12% per annum. This interest is due in either cash or stock quarterly on each March 31, June 30, September 30, and December 31, of each year commencing August 31, 2024. In case of an event of default, the outstanding principal and any accrued but unpaid interest will become immediately repayable.

 

The Convertible Promissory Note is convertible by the Noteholder at any time prior to the Maturity Date at $10.00 per Ordinary Share (“Conversion Rate”). The Company also has the right to convert the Convertible Promissory Note at any time prior to the Maturity Date at 105% of the Conversion Rate. The Company has the right to prepay the Convertible Promissory Note in full at any time for 120% of total outstanding balance after providing at least thirty (30) Business Days advance written notice of such intent.

 

The fair value of the 400,000 Commitment Shares amounted to $2,512,000, which is expensed upon issuance as a cost of debt carried at fair value with an offsetting increase to equity.

 

As of September 30, 2024, the Convertible Promissory Note had a fair value of $1,750,000. See Note 2(l), Fair value measurement, for further details surrounding the fair value assumptions. The principal amount of $1,944,444 is still outstanding as of September 30, 2024, as no repayments were made during the period ended September 30, 2024.

 

The 136,110 Warrants expire at the earlier of five years from issuance and the liquidation of the Company, as defined in the Warrant Agreement. The warrant is treated as an equity instrument based on terms in the Warrant Agreement. The proceeds received for this transaction are allocated first to the Convertible Promissory Note and any residual proceeds are allocated to the Warrant. The Warrants were allocated a value of zero on issuance.
v3.25.0.1
Deconsolidation of dynamic indonesia holdings limited
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Deconsolidation of dynamic indonesia holdings limited

 

11 Deconsolidation of GEA Holdings Limited and TNG (Asia) Limited

 

On July 30, 2024, Seamless Group Inc. disposed all of its equity interest in GEA Holdings Limited to L&L Health Holdings Limited, a related company, at a consideration of US$1. Upon the disposal of the equity interest, the Company lost control of GEA Holdings Limited and deconsolidated the subsidiary.

 

On August 30, 2024, Seamless Group Inc. has signed a share buy-back agreement to buy back its own shares from the existing shareholders. Consideration for the sale and purchase of the Sale Shares shall be settled by way of transfer and distribution of 31,240,525 TNG (Asia) Limited Shares. Upon the completion of the sale and purchase, Seamless Group Inc. has disposal of all of the equity interest in TNG (Asia) Limited and deconsolidated the subsidiary.

 

The transaction does not meet the criteria for discontinued operations under ASC 205-20 as the divested business does not represent a strategic shift that will have a major effect on the Company’s operations and financial results.

 

The Company recognized a gain on sale of US$14.9 million, calculated as the difference between the sale proceeds of $Nil and the carrying amount of net liabilities sold of US$14.9 million. This gain is presented within “Other Income” in the consolidated statements of operations and comprehensive loss for the three and nine-month periods ended September 30, 2024.

 

The statement of operations of the divested entities from the start of the year up to before divestiture are as follows:

Schedule of divested entities 

 

   US$’M 
Revenue   5.6 
Cost of revenue   (4.5)
Gross profit   1.1 
      
General and administrative expenses   (3.6)
Loss from operations   (2.5)
      
Finance costs, net   (1.8)
Other income   0.1 
Loss before income tax   (4.2)
Income tax expense   - 
Net loss   (4.2)

 

The major classes of assets and liabilities divested of are as follows:

 

   Assets/(Liabilities) 
   US$’M 
Assets     
Intangible assets   4.7 
Deposits, prepayments and other receivables   2.1 
Restricted cash   4.6 
Amount due to related companies   19.7 
Other assets   2.1 
      
Liabilities     
Loan   (7.4)
Accruals and other payables   (3.6)
Client Money Payable   (4.2)
Amount due to related companies   (31.8)
Other liabilities   (1.1)
Assets/(Liabilities)   14.9 

 

No significant continuing involvement exists with the divested subsidiaries.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

  
Seamless Group Inc [Member]    
Deconsolidation of dynamic indonesia holdings limited  

19 Deconsolidation of Dynamic Indonesia Holdings Limited

On July 13, 2020, an agreement was signed by Dynamic Indonesia Holdings Limited, a wholly owned subsidiary of the Company, to borrow US$1million from a third party. In March 2021, the third party has converted that borrowing into 51% of the equity interest in Dynamic Indonesia Holdings Limited. The consideration has been included in the operating activities section of the statement of cash flows as “Disposal of a subsidiary”. Non-controlling interest at the operating company level has been reversed out as Seamless followed equity accounting upon the disposal of Walletku.

 
v3.25.0.1
Shareholders’ deficit
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Shareholders’ deficit

 

13 Shareholders’ Deficit

Ordinary Shares - The Company is authorized to issue 555,000,000 ordinary shares with a par value of $0.0001 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At September 30, 2024 and December 31, 2023, there were 46,527,999 and 33,980,753 ordinary shares issued and outstanding, respectively (reflecting retroactive application of recapitalization).

 

Warrants -The Public Warrants will become exercisable on the later of 30 days after the consummation of a Business Combination and 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

 

The Company will not be obligated to deliver any ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the ordinary share issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or such issuance is deemed to be exempt under the Securities Act and the securities laws of the state of residence of the registered holder of the warrants.

 

Once the warrants become exercisable, the Company may redeem the Public Warrants:

 

  ● in whole and not in part;
  ● at a price of $0.01 per warrant;
  ● at any time after the warrants become exercisable,
  ● upon not less than 30 days’ prior written notice of redemption to each warrant holder;
  ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and
  ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants.

 

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary share issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of ordinary share at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

13 Shareholders’ Deficit (Continued)

 

In addition, if (x) the Company issues additional ordinary share or equity-linked securities in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

 

The Private Placement Warrants, as well as up to 1,500,000 warrants underlying additional Private Placement Warrants the Company issues to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering. Pursuant to the agreement that the Company has entered into with the holders of the Private Placement Warrants, the Private Placement Warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial Business Combination.

 

At September 30, 2024 and December 31, 2023, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private Placement Warrants outstanding, respectively. At September 30, 2024, there were 136,110 PIPE Warrants outstanding (see Note 10, Convertible bonds and notes, for additional information). The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants, Private Placement Warrants and PIPE Warrants issued pursuant to their respective warrant agreement qualify for equity accounting treatment.
v3.25.0.1
Restatement of previously issued financial statements
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Restatement of previously issued financial statements

3 Restatement of previously issued financial statements

 

 

In connection with the preparation of the financial statements, management identified that there is cryptocurrency, XRP, kept in the company’s crypto wallet under the bailment arrangement. Under the SAB 121, management considered that the Company has an obligation to safeguard its customers’ crypto assets. This has result in the company not recognising the safeguarding assets and safeguarding liabilities in the consolidated balance sheets as at December 31, 2022 and presentation in consolidated statements of cash flows as of December 31, 2022.

 

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements.

 

The following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the periods indicated.

 

Schedule of effect of restatement

   Previously Reported   Adjustments   As Restated 
   December 31, 2022 
   Previously Reported   Adjustments   As Restated 
   US$   US$   US$ 
Consolidated Balance Sheets as of December 31, 2022               
Prepayments, receivables and other assets   31,776,196    5,787,354    37,563,550 
Accounts payable, accruals and other payables   53,159,031    5,787,354    58,946,385 
                
Consolidated Statement of Cash Flows for the year ended December 31, 2022               
Prepayments, receivables and other assets   (8,433,545)   2,636,855    (5,796,690)
Accounts payable, accruals and other payables   (9,612,845)   (2,636,855)   (12,249,700)

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 
v3.25.0.1
Accounts receivable, net
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Accounts receivable, net

4 Accounts receivable, net

 

 

   2023   2022 
   December 31, 
   2023   2022 
   US$   US$ 
         
Accounts receivable   2,638,333    3,184,892 
Allowance for credit losses   (187,462)   (117,195)
Accounts receivable, net   2,450,871    3,067,697 

 

The movements in allowance for credit losses are as follows:

 

   2023   2022 
   December 31, 
   2023   2022 
   US$   US$ 
         
Balance at the beginning of year   117,195    - 
Additional for the year   

70,267

    - 
Acquisition of a subsidiary   -    117,195 
Balance at the end of year   187,462    117,195 

 
v3.25.0.1
Prepayments, receivables and other assets
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Prepayments, receivables and other assets

5 Prepayments, receivables and other assets

 

 

   2023   2022 
   December 31, 
   2023   2022 
   US$   US$ 
         
Contract asset   6,888,954    4,657,799 
Safeguarding assets   1,983,116    5,787,354 
Other receivables   100,144    54,425 
Prefunding to remittances partner   21,082,897    21,896,243 
Deposits   1,402,729    1,438,316 
Goods and services tax/ Value-added tax recoverable   26,493    13,842 
Prepayments   553,258    503,123 
Airtime stock   607,308    715,755 
Inventory   125,603    162,227 
Current tax recoverable   360,358    1,094,332 
Others   1,094,379    1,240,134 
Total   34,225,239    37,563,550 

 

Inventory refers to resalable prepaid balance made to supplier on airtime, data package and phone cards.

 

Movement of contract assets are as follows:

 

   December 31, 
   2023   2022 
   US$   US$ 
         
As at January 1   4,657,799    4,189,989 
Rights of consideration for service rendered but not billed   2,231,155    467,810 
As at December 31   6,888,954    4,657,799 

 

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 
v3.25.0.1
Investment in an equity security
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Investment in an equity security

6 Investment in an equity security

 

Investment in an unquoted equity security as of December 31, 2023 and 2022 consisted of the following:

 

       December 31, 
       2023   2022 
         US$    US$ 
                
K Hub   0.54%   100,000    100,000 
K Hub   0.54%   100,000    100,000 

 

No impairment was recorded as of December 31, 2023 and 2022 as the Company evaluated the decline in fair value of the investment below its book value was not other-than-temporary.

 
v3.25.0.1
Equipment, net
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Equipment, net

7 Equipment, net

 

Equipment, net as of December 31, 2023 and 2022 consisted of the following:

 

   2023   2022 
   December 31, 
   2023   2022 
   US$   US$ 
         
Office equipment   489,396    433,479 
Furniture and fittings   303,331    298,076 
Renovation   1,741,702    1,739,807 
Signboard   2,195    2,195 
Computer peripherals   3,301,853    3,074,341 
Electrical installation   46,492    45,502 
Mobile phone   10,022    9,013 
Motor vehicle   14,536    97,479 
Air conditioners   8,367    4,809 
Total   5,917,894    5,704,701 
Less: accumulated depreciation   (4,901,404)   (4,383,080)
Equipment, net   1,016,490    1,321,621 

 

Depreciation expenses of US$607,138 and US$701,262 were recorded in general and administrative expenses for the years ended December 31, 2023 and 2022, respectively.

 
v3.25.0.1
Intangible assets, net
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Intangible assets, net

8 Intangible assets, net

 

Intangible assets, net as of December 31, 2023 and 2022 consisted of the following:

 

   2023   2022 
   December 31, 
   2023   2022 
   US$   US$ 
         
Software   22,778,055    20,546,739 
Developed technologies   5,853,354    5,853,354 
Trade names and trademarks   7,043,640    7,043,640 
Total   35,675,049    33,443,733 
Less: accumulated amortization   (26,483,336)   (23,593,955)
Intangible assets, net   9,191,713    9,849,778 

 

Amortization expenses of US$1,587,906 and US$1,612,937 were recorded in cost of revenue and general and administrative expenses respectively, for the year ended December 31, 2023.

 

Amortization expenses of US$1,984,831 and US$1,540,557 were recorded in cost of revenue and general and administrative expenses respectively, for the year ended December 31, 2022.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

8 Intangible assets, net (Continued)

 

As of December 31, 2023, the estimated future amortization expense for each of the next five years and thereafter was as follows:

 

   Amortization 
   US$ 
For the year ending December 31,     
2024   2,948,062 
2025   2,779,867 
2026   2,343,051 
2027   815,240 
2028   305,493 
Thereafter   - 
Total   9,191,713 

 
v3.25.0.1
Leases
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Leases

10 Leases

 

 The Company entered into operating leases for computer peripherals and office properties in Malaysia and Indonesia. The leases in Malaysia included an option to renew for a one year term. None of the renewal options have been included in the measurement of the leases.

 

The Company also entered into finance lease for computer peripherals.

 

Right-of-use assets and lease liabilities, as of December 31, 2023 and 2022, are as follows:

 

   Line Items  2023   2022 
   Financial Statement  December 31, 
   Line Items  2023   2022 
      US$   US$ 
            
Right-of-use assets:             
Operating lease  Right-of-use assets   154,234    342,432 
Total right-of-use assets      154,234    342,432 
              
Lease liabilities:             
Current liabilities             
Operating lease  Current portion of lease liabilities   152,325    174,061 
Total current operating lease liabilities      152,325    174,061 
              
Non-current liabilities             
Operating lease  Other payables   -    158,895 
Total non- current operating liabilities      -    158,895 

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

10 Leases (Continued)

 

The components of lease costs are as follows:

 

   2023   2022 
   Years ended December 31, 
   2023   2022 
   US$   US$ 
         
Operating lease costs   1,123,046    1,168,188 
Short-term lease costs   141,889    80,217 
Finance lease costs:          
Depreciation   -    2,938 
Interest on finance lease liabilities   -    406 
Total lease costs   1,264,935    1,251,749 

 

Other information related to leases is as follows:

 

   December 31, 
   2023 
   US$ 
     
Weighted Average Remaining Lease Term     
Operating lease   10.5 
Weighted Average Discount Rate     
Operating lease   8.6%

 

Cash flows related to leases are as follows:

 

   2023   2022 
   Years ended December 31, 
   2023   2022 
   US$   US$ 
         
Cash flows from operating activities:          
Payments for operating lease liabilities   199,447    172,711 
Cash flows from financing activities:          
Principal payments on finance lease obligation   -    61,048 
Supplemental Cash Flow Data:          
Right-of-use assets obtained in exchange for new operating lease obligations   7,350    376,428 

 

Future minimum lease payments under non-cancelable operating leases as of December 31, 2023 are as follows:

 

   Operating lease 
    US$ 
      
For the year ending December 31,     
2024   157,991 
2025   - 
Lease liabilities (Gross)   157,991 
Less: imputed interest   (5,666)
Total lease liabilities   152,325 

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 
v3.25.0.1
Receivables factoring
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Receivables factoring

 

6 Receivable factoring

 

The receivables factoring facility represents an interest-bearing loan for an amount of US$624,227 (2023: US$423,483) based on terms and conditions set out in the facility agreement dated January 10, 2019 and further revised on April 22, 2021. The loan is secured, bears an effective interest rate of 9.8% (2023: 10%) per annum calculated on a daily rest basis at the end of the reporting period. Principal and interest are to be repaid within 120 (2023: 120) days from the date of each invoice.

 

The weighted average interest rate as of September 30, 2024 and December 31, 2023 was 9.8% and 10.0% per annum, respectively. Interest expense during the nine-month periods ended September 30, 2024 and 2023 was US$44,710 and US$46,460, respectively.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

  
Seamless Group Inc [Member]    
Receivables factoring  

12 Receivables factoring

 

The receivables factoring facility represents an interest-bearing loan for an amount of US$423,483 (2022: US$677,640) based on terms and conditions set out in the facility agreement dated January 10, 2019 and further revised on April 22, 2021. The loan is secured, bears an effective interest rate of 10% (2022: 10%) per annum calculated on a daily rest basis at the end of the reporting period. Principal and interest are to be repaid within 120 (2022: 120) days from the date of each invoice.

 

The weighted average interest rate as of December 31, 2023 and 2022 was 10.0% and 10.0% per annum, respectively. Interest expense during the years ended December 31, 2023 and 2022 was US$62,441 and US$76,496, respectively.

 
v3.25.0.1
Accounts payable, accruals and other payables
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Accounts payable, accruals and other payables

13 Accounts payable, accruals and other payables

 

Accounts payable, accruals and other payables consisted of the following:

Schedule of accounts payable and other payables

 

           
   December 31, 
   2023   2022 
   US$   US$ 
         
Accounts payable   10,541    17,871 
Safeguarding liabilities   1,983,116    5,787,354 
Accruals   5,424,194    4,878,896 
Prefunding from remittance customers   35,584,882    40,910,632 
Incentives received for credit card program   699,655    700,521 
Prefunding from airtime customers   758,419    874,889 
Current portion of finance lease liabilities   -    - 
Cash received for the subscription of Convertible Promissory Note   1,056,765    1,058,005 
Accrued interest   7,614,719    3,990,177 
Tax payable   29,808    11,102 
Other payables   826,132    716,938 
Accounts payable, accruals and other payables   53,988,231    58,946,385 

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 
v3.25.0.1
Convertible bonds
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Convertible bonds

 

10 Convertible bonds and notes

 

Convertible Bonds

 

On September 14, 2023, the parties entered into the Third Amendment Agreement for the purpose of, among others, reviewing and amending certain terms and conditions under the Amended and Restated Convertible Bond Instrument, and further the Company has been authorized by a resolution of its board of directors dated September 11, 2023 to create and issue a US$10,000,000 15% secured guaranteed convertible bonds (the “Convertible Bonds”) and to replace and terminate the Amended and Restated Convertible Bond Instrument (the “Second Amended and Restated Convertible Bond Instrument” or the “Convertible Bond Instrument”).

 

On August 30, 2024, the Lender has converted the convertible bond into the shares of Seamless. A total amount of principal plus accrued interest of US$17 million has been converted into equity of Seamless.

 

PIPE Financing

 

On August 30, 2024, the Company entered into a Convertible Note Purchase Agreement (“Note Purchase Agreement”) with the PIPE Investor (the “Noteholder”), pursuant to the terms of the agreement, the Company issued to the Noteholder the following: (i) 400,000 Currenc ordinary shares of as a commitment fee (“Commitment Shares”, (ii) a Convertible Promissory Note with principal amount of $1,944,444, and (iii) 136,110 Warrants to buy 136,110 Currenc ordinary shares with an exercise price of $11.50 per share. In exchange for the issuances of the Commitment Shares, the Convertible Promissory Note and Warrants, the Company received from the Noteholder proceeds of $1,750,000.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

10 Convertible bonds and notes (Continued)

 

On issuance, the Convertible Promissory Note had a fair value of $1,750,000 and matures on the eighteen-month anniversary date of the issuance of such convertible promissory note (“Maturity Date”) and bears interest at a rate of 12% per annum. This interest is due in either cash or stock quarterly on each March 31, June 30, September 30, and December 31, of each year commencing August 31, 2024. In case of an event of default, the outstanding principal and any accrued but unpaid interest will become immediately repayable.

 

The Convertible Promissory Note is convertible by the Noteholder at any time prior to the Maturity Date at $10.00 per Ordinary Share (“Conversion Rate”). The Company also has the right to convert the Convertible Promissory Note at any time prior to the Maturity Date at 105% of the Conversion Rate. The Company has the right to prepay the Convertible Promissory Note in full at any time for 120% of total outstanding balance after providing at least thirty (30) Business Days advance written notice of such intent.

 

The fair value of the 400,000 Commitment Shares amounted to $2,512,000, which is expensed upon issuance as a cost of debt carried at fair value with an offsetting increase to equity.

 

As of September 30, 2024, the Convertible Promissory Note had a fair value of $1,750,000. See Note 2(l), Fair value measurement, for further details surrounding the fair value assumptions. The principal amount of $1,944,444 is still outstanding as of September 30, 2024, as no repayments were made during the period ended September 30, 2024.

 

The 136,110 Warrants expire at the earlier of five years from issuance and the liquidation of the Company, as defined in the Warrant Agreement. The warrant is treated as an equity instrument based on terms in the Warrant Agreement. The proceeds received for this transaction are allocated first to the Convertible Promissory Note and any residual proceeds are allocated to the Warrant. The Warrants were allocated a value of zero on issuance.

  
Seamless Group Inc [Member]    
Convertible bonds  

14 Convertible bonds

 

           
   December 31, 
   2023   2022 
   US$   US$ 
         
Convertible Bond A   -    - 
Convertible Bond B   -    - 
Convertible Bond C   -    - 
Convertible Bond D   -    10,000,000 
Convertible Bond E   10,000,000      
Total principal   10,000,000    10,000,000 
Less: unamortized debt discount   -    (807,860)
Net carrying amount   10,000,000    9,192,140 
Less: maturing within one year   (10,000,000)   9,192,140 
Convertible bonds   -    - 

 

Changes in total principal balance of convertible bond:

 Schedule of debt

 

                
  

Convertible

Bond D

  

Convertible

Bond E

  

 

Total

 
   US$   US$   US$ 
Total principal balance as of December 31, 2022 and January 1, 2023   10,000,000    -    10,000,000 
Repayment during the year   -    -    - 
Conversion to non-convertible loan   -    -    - 
Convertible Bond replacement   (10,000,000)   10,000,000    - 
Total principal balance as of December 31, 2023   -    10,000,000    10,000,000 

 

No gain or loss was recorded when issuing Convertible Bond D, as there has been no modification to the terms as compared to the original Convertible Bonds.

 

Convertible Bond A, B and C

 

On September 14, 2018, the Company entered into a subscription agreement with a subscriber to issue an aggregate principal amount of US$30,000,000 of secured guaranteed convertible bonds (“Convertible Bond A”). The bond bore interest at a rate of 12% per annum and matured on September 14, 2021. Principal amount of US$7,500,000 was redeemed on January 30, 2019. The Convertible Bond A is secured by the personal guarantee of a director and his shares in the Company.

 

The bond holder could convert Convertible Bond A, fully or in part, into the Company’s shares, during the conversion period, defined as the period from the issue date to the maturity date or the date of a public listing of the Company’s shares (as defined in the subscription agreement), whichever is earlier. Convertible Bond A was convertible at an initial conversion price of US$12,870.50 per share as adjusted by certain conditions mentioned in the subscription agreement. The number of conversion shares to be issued was to be equal to the quotient obtained by dividing (i) the outstanding principal amount of the convertible bond in respect of which the bond holder has exercised its conversion right and unpaid accrued interest attributable to the principal amount (if the bond holder elected) by (ii) the above mentioned conversion price. The Convertible Bond B is secured by the personal guarantee of a director and his shares in the Company.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

14 Convertible bonds (Continued)

 

Convertible Bond A, B and C (continued)

 

On September 14, 2021, the Company and the bond holder entered into an amended and restated convertible bonds instrument with principal amount of US$27,000,000 15% secured guaranteed convertible bonds to reflect the new terms and extend the maturity of Convertible Bond A (“Convertible Bond B”) to September 14, 2023. The principal amount of US$27,000,000 was derived from the remaining principal of US$22,500,000 from Convertible Bond A and accrued interest of US$4,500,000. Based on the restated terms, the bond holder shall have the right, at its option, to require the Company to redeem US$18,000,000 principal amount of Convertible Bond B at any time on or before December 14, 2021. By a redemption notice dated December 6, 2021, the bond holder applied to exercise the redemption right, on December 24, 2021. The Company then agreed to amend and supplement Convertible Bond B by entering into the supplemental deed signed on December 20, 2021. The supplemental deed stipulates that the US$18,000,000 redemption right will be exercisable in three stages: i) redeem at least US$7,000,000 on or before December 29, 2021; ii) redeem up to US$5,000,000 on or before January 31, 2022; iii) redeem remaining amount on or before June 24, 2022. The Company and the bond holder agreed to compensate the bond holder for this revised redemption schedule by the payment of increased interest of 24% per annum for the unpaid principal of the convertible bonds calculated from the original redemption date to the new redemption dates. On December 24, 2021, the Company redeemed US$7 million and issued an additional bond of US$1 million (“Convertible Bond C”), which will also mature on September 14, 2023. The Company has further redeemed US$ 1 million, US$ 1.5 million and US$ 1 million principal amounts of Convertible Bond B on January 31, February 8 and February 28 2022, respectively. On December 9, 2022, the Company and the bond holder entered into a loan agreement to convert US$7,500,000 principal amount of Convertible Bond B to a loan at 24% annual interest rate, maturing in 1 year.

 

Convertible Bond D

 

On December 9, 2022, the Company and the bond holder entered into a convertible bonds instrument with principal amount of US$10,000,000 (“Convertible Bond D”) to replace Convertible Bond B and Convertible Bond C, with no change in the terms.

 

Both Convertible Bond B and C were convertible at an initial conversion price of US$6.21335 per share as mentioned in the subscription agreement. The total number of shares converted will subject to the total outstanding amount as at conversion date.

 

Convertible Bond E

 

On September 14, 2023, the Company and the bond holder entered into a convertible bonds instrument with principal amount of US$10,000,000 (“Convertible Bond E”) to replace Convertible Bond D, with no change in the terms.

 

Convertible Bond B was considered as an issuance of new debt because the new terms were substantially different from Convertible Bond A. The loss on extinguishment of Convertible Bond A is US$119,155.

 

In accounting for the issuance of the convertible bonds, the Company determined that, as the embedded conversion feature is indexed to the Company’s stock, the conversion option is eligible for the scope exception of ASC 815-10-15-74(a), and does not have to be bifurcated from the debt host and accounted for as a derivative.

 

The Company determined that each of the above convertible bonds included a beneficial conversion feature (“BCF”). A BCF exists when the conversion price of a share is less than the fair value of a share on the date the convertible bond is issued. This is known as o the intrinsic value of the feature, and the difference between these two amounts is recorded as additional paid-in capital and as a debt discount in the balance sheets. The Company amortizes the discount to interest expense over the life of the underlying debt in the statements of operations and comprehensive loss. If the debt is retired early, the associated debt discount is then recognized immediately as interest expense in the statements of operations and comprehensive loss.

 

Total debt discount of US$2,134,031, US$6,634,030 and US$49,353 was recorded at initial recognition for Convertible Bond A, Convertible Bond B and Convertible Bond C, respectively. For the years ended December 31, 2022 and 2021, the amortization of the discount on convertible bonds was US$3,438,951 and US$2,814,474, respectively. No debt discount has been recorded for Bond E as Intrinsic value is determined to be zero on the date the convertible bond is issued.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 
v3.25.0.1
Revenue
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Revenue

15 Revenue

 

           
   Years end December 31, 
   2023   2022 
   US$   US$ 
         
Timing of revenue recognition - at point in time  -    -  
Remittance services   -    - 
Fiat remittance   25,287,487    25,812,304 
ODL remittance   1,407,709    901,847 
Sales of Airtime   26,398,707    28,501,152 
Other services   161,458    285,614 
Revenue   53,255,361    55,500,917 

 
v3.25.0.1
Defined contribution plans
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Defined contribution plans

16 Defined contribution plans

 

The Company contributes to an employment provident fund in respect of its employees in Hong Kong, Malaysia, and a central provision fund run by the Singapore government in respect of its employees in Singapore. The expenses related to these plans were US$714,855 and US$611,884 for the years ended December 31, 2023 and 2022, respectively.

 
v3.25.0.1
Income tax
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Income tax

17 Income tax

 

The Company’s loss before income tax consists of:

Schedule of income before income tax

 

           
   Years ended December 31, 
   2023   2022 
   US$   US$ 
         
Malaysia   2,042,746    1,606,867 
Indonesia   (786,490)   1,609,362 
Hong Kong   (15,141,598)   (18,818,064)
Others   (8,963)   (10,096)
Loss before income tax   (13,894,305)   (15,611,931)

 

The Company is incorporated in Cayman Islands and is not subject to corporate income tax under its relevant regulations.

 

For the Company’s subsidiaries incorporated in Hong Kong, they are subject to a corporate tax rate of 16.5% on the assessable profits arising from Hong Kong.

 

For the Company’s subsidiaries incorporated in Malaysia, they are subject to corporate tax rate on 24% on the assessable profits arising from Malaysia.

 

For the Company’s subsidiaries incorporated in Indonesia, they are subject to a corporate tax rate of 22% on the assessable profits arising from Indonesia.

 

For the Company’s subsidiary incorporated in Singapore, it is subject to a corporate tax rate of 17% on the assessable profits arising from Singapore. No provision for Singapore profits tax has been made in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2023 and 2022.

 

For the Company’s subsidiary incorporated in United Kingdom, it is subject to a corporate tax rate of 19% on the assessable profits arising from United Kingdom. No provision for United Kingdom profits tax has been made in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2023 and 2022.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

17 Income tax (Continued)

 

Income tax expense consists of:

Schedule of components of income tax expense

 

           
   Years ended December 31, 
   2023   2022 
   US$   US$ 
         
Income tax expense   797,147    507,740 
Deferred income tax benefit   (273,666)   (393,958)
Income tax expense benefit   523,481    113,782 

 

A reconciliation of the income tax expense to the amount computed by applying the current statutory tax rate to the income before income tax in the consolidated statements of operations and comprehensive loss is as follows:

Schedule of effective income tax rate reconciliation

 

           
   Years ended December 31, 
   2023   2022 
   US$   US$ 
         
Income before income tax   (13,894,305)   (15,611,931)
Tax calculated at Hong Kong profits tax rate   (2,292,560)   (2,576,217)
Effect of different tax rates applicable to different jurisdictions   1,637,665    2,244,573 
Income not subject to tax   (48,307)   (567,161)
Non-deductible expenses   132,796    658,533 
Change in valuation allowance   846,827    245,220 
Underprovision of current tax in the previous financial year   125,217    48,182 
Tax effect on deductible temporary differences   7,918    46,624 
Others   113,925    14,028 
Income tax   523,481    113,782 

 

The Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are attributable to the following:

Schedule of deferred tax assets and liabilities

 

           
   December 31, 
   2023   2022 
   US$   US$ 
Deferred tax assets          
Tax losses carried forward   8,266,115    7,526,178 
Equipment   (65,050)   (90,113)
Accrued expenses   296,576    354,988 
Others   54,560    39,290 
Deferred tax gross   8,552,201    7,830,343 
Valuation allowance   (7,887,313)   (7,061,726)
Total deferred tax assets   664,888    768,617 
           
Deferred tax liabilities          
Fixed assets   -    - 
Intangible assets   (1,184,987)   (1,554,721)
Others   (61,773)   (61,622)
Total deferred tax liabilities   (1,246,760)   (1,616,343)
           
Net deferred tax liabilities   (581,872)   (847,727)

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

17 Income tax (Continued)

 

As of December 31, 2023 and 2022, management has recorded a valuation allowance on certain deferred tax assets where management believes that after considering all of the available evidence, it is more likely than not that some portion or all will not be realized in the foreseeable future. The ultimate realization of deferred tax assets depends on the generation of future taxable income in which those temporary differences and carry forwards become deductible.

 

As of December 31, 2023 and 2022, the accumulated tax losses of subsidiaries can be carried forward to offset against future taxable profits. The tax loss for the subsidiary incorporated in Hong Kong is US$46,778,609 and US$41,238,871 as of December 31, 2023 and 2022, respectively, which can be carried forward indefinitely.

 

As of December 31, 2023 and 2022, the accumulated tax losses of subsidiaries can be carried forward to offset against future taxable profits. The tax loss for the subsidiary incorporated in Singapore is US$94,611 and US$385,862 as of December 31, 2023 and 2022, respectively, which can be carried forward indefinitely.

 

The tax loss in the subsidiary incorporated in United Kingdom is US$517,015 and US$566,925 as of December 31, 2023 and 2022, respectively, which can be carried forward indefinitely.

 

The tax loss in the subsidiaries incorporated in Indonesia is US$2,349,921 and US$2,605,545 as of December 31, 2023 and 2022, respectively, which will expire, if unused, in the year ending December 31, 2023.

 

The tax loss in the subsidiaries incorporated in Malaysia is US$8,439 and US$444,983 as of December 31, 2023 and 2022, respectively, which will expire, if unused, in the year ending December 31, 2031.

 
v3.25.0.1
Condensed financial information of the company
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Condensed Financial Statements, Captions [Line Items]  
Condensed financial information of the company

 

SCHEDULE 1

 

Condensed Financial Information of the Company

 

Condensed balance sheets of the parent company

 

  

           
   December 31, 
   2023   2022 
   US$   US$ 
         
ASSETS          
Current assets:          
Cash and cash equivalents   130,634    78,968 
Short-term investments   -     - 
Prepayments, deposits and other receivables   76,492    66,245 
Amounts due from subsidiaries   6,155,464    6,869,413 
Amounts due from related parties   123,906    90,666 
Total current assets   6,486,496    7,105,292 
Investments in subsidiaries   20,682,970    26,470,719 
Investment in an equity security   -    - 
Total assets   27,169,466    33,576,011 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current liabilities:          
Borrowings   11,162,844    11,577,451 
Accruals and other payables   9,621,542    5,410,027 
Amounts due to subsidiaries   7,302,130    2,640,735 
Amounts due to related parties   49,472,617    49,900,344 
Convertible bonds   10,000,001    9,192,141 
Total current liabilities   87,559,134    78,720,698 
Borrowings   -    - 
Convertible bonds   -    - 
Total liabilities   87,559,134    78,720,698 
           
Shareholders’ deficit:          
Common shares (US$0.001 par value; 58,030,000 shares authorized, issued and outstanding as of December 31, 2023 and 2022)   58,030    58,030 
Additional paid-in capital   29,172,373    29,172,373 
Accumulated deficit   (89,542,157)   (74,235,607)
Accumulated other comprehensive loss   (77,914)   (139,483)
Total shareholders’ deficit   (60,389,668)   (45,144,687)
Total liabilities and shareholders’ deficit   27,169,466    33,576,011 

 

 

SEAMLESS GROUP INC.

 

SCHEDULE 1

 

Condensed Financial Information of the Company (Continued)

 

Condensed statements of comprehensive income (loss)

 

           
   Years ended December 31, 
   2023   2022 
   US$   US$ 
         
General and administrative expenses   (4,573,125)   (4,988,848)
Other income   3    - 
Finance costs, net   (4,945,679)   (7,454,838)
Share of results from subsidiaries   (5,787,749)   (4,234,448)
Loss before income tax   (15,306,550)   (16,678,134)
Income tax expenses   -    - 
Net loss   (15,306,550)   (16,678,134)
Other comprehensive income (loss)          
Foreign currency translation adjustments   10,608    4,529 
Total comprehensive loss   (15,295,942)   (16,673,605)

 

 

SEAMLESS GROUP INC.

 

SCHEDULE 1

 

Condensed Financial Information of the Company (Continued)

 

Condensed statements of cash flows

 

           
   Years ended December 31, 
   2023   2022 
   US$   US$ 
Cash flows from operating activities:          
Net loss   (15,306,550)   (16,678,134)
Adjustments to reconcile net loss to net cash used in operating activities:          
Amortization of discount on convertible bonds   807,861    3,438,951 
Unrealized foreign exchange gain   23,008    (644)
Share of results from subsidiaries   5,787,749    4,234,448 
Changes in operating assets and liabilities:          
Prepayments, deposits and other receivables   (30,862)   (9,900)
Accruals and other payables   4,206,601    3,797,118 
Net cash used in operating activities   (4,512,193)   (5,218,161)
           
Cash flows from investing activities:          
Dividend received from a subsidiary   -    2,847,309 
(Increase) decrease in short-term investments   -    2,012,562 
Cash injected into a subsidiary   -    (2,012,562)
Net cash (used in) provided by investing activities   -    2,847,309 
           
Cash flows from financing activities:          
Proceeds from borrowings   1,251,752    2,758,213 
Repayment of borrowings   (1,663,042)   (1,276,950)
Repayment of convertible bonds   -    (3,483,133)
Amounts due from related parties   691,323    301,958 
Amounts due to related parties   4,283,780    4,123,866 
Net cash provided by financing activities   4,563,813    2,423,954 
           
Net decrease in cash and cash equivalents   51,620    53,102 
Effect of exchange rate changes on cash and cash equivalents   46    218 
Cash and cash equivalents at beginning of year   78,968    25,648 
Cash and cash equivalents at end of year   130,634    78,968 

 

 

SEAMLESS GROUP INC.

 

SCHEDULE 1

 

Condensed Financial Information of the Company (Continued)

 

Basis of presentation

 

Condensed financial information is used for the presentation of the Company, or the parent company. The condensed financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investment in its subsidiaries.

 

The parent company records its investment in its subsidiaries under the equity method of accounting as prescribed in ASC 323, Investments-Equity Method and Joint Ventures. Such investments are presented on the condensed balance sheets as “Investments in subsidiaries” and their respective results as “Share of results from subsidiaries” on the condensed statements of comprehensive income (loss). Equity method accounting ceases when the carrying amount of the investment, including any additional financial support, in subsidiaries, is reduced to zero unless the parent company has guaranteed obligations of the subsidiaries or is otherwise committed to provide further financial support. If the subsidiaries report net income, the parent company shall resume applying the equity method only after its share of that net income equals the share of net income (loss) not recognized during the period the equity method was suspended.

 

The parent company’s condensed financial statements should be read in conjunction with the Company’s consolidated financial statements.

 

Summarized financial information for the significant subsidiaries is as follows:

 

  

           
   December 31, 
   2023   2022 
   US$   US$ 
         
Current assets   119,483,614    138,666,772 
Non-current assets   8,145,689    7,578,365 
Current liabilities   (109,261,136)   (121,931,207)
Non-current liabilities   (2,566,977)   (3,156,719)
Revenue   58,493,819    60,052,470 
Net loss   (3,810,481)   (2,550,363)

 

Summarized investment activity is as follows:

 

           
   December 31, 
   2023   2022 
   US$   US$ 
         
Balance at the beginning of year   26,470,719    26,171,064 
Allocated loss   (5,787,749)   (7,081,757)
Balance at the end of year   20,682,970    19,089,307 

 

Commitments

 

The Company does not have significant commitments or long-term obligations as of the period end other than those presented.
v3.25.0.1
Summary of significant accounting policies (Policies)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Basis of presentation and principles of consolidation

 

(a)Basis of presentation and principles of consolidation

 

The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of September 30, 2024 and the results of operations for the three and nine months ended September 30, 2024 and 2023. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the consolidated financial statements not misleading have been included. The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly do not include all of the disclosures normally made in the Company’s annual financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Seamless for the fiscal year ended December 31, 2023.

  
Emerging Growth Company

 

(b)Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

  
Use of estimates

 

(e)Use of estimates

 

The preparation of the accompanying unaudited consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, impairment of equity investee, valuation of convertible bonds and the valuation allowance for deferred tax assets. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

  
Warrants

 

(k)Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment (see Note 13, Shareholders’ Deficit, for additional information).

  
Earnings per share

 

(j)Net income (loss) per share

 

Basic earnings per share is calculated by dividing the net income or loss by the weighted average number of ordinary shares outstanding for the period, without consideration of potentially dilutive securities.

 

Diluted net earnings per share is calculated by dividing the net income or loss by the weighted average number of ordinary shares and potentially dilutive securities outstanding for the period. If there is a loss, potentially dilutive securities are not considered, as they would be anti-dilutive.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

2 Summary of significant accounting policies (continued)

 

The following tables provide the calculation of basic and diluted net loss per ordinary share for the three months and nine months ended September 30, 2024, and September 30, 2023:

 

 Schedule of basic and diluted net loss per ordinary shares

   2024   2023   2024   2023 
  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2024   2023   2024   2023 
                 
Numerator:                    
Net loss  $(4,961,006)  $(3,830,445)  $(11,810,167)  $(10,911,259)
                     
Denominator:                    
Weighted average ordinary shares outstanding   38,163,168    33,980,753    35,374,891    33,980,753 
                     
Basic and diluted net (loss) per share  $(0.13)  $(0.11)  $(0.33)  $(0.32)
                     

 

The following table conveys the number of shares that may potentially be dilutive ordinary shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses. The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted loss per share:

 

   September 30, 2024   September 30, 2023 
         
Warrants   17,932,892    - 
Convertible bonds (treasury stock method)   204,167    2,736,287 

 

  
Fair value of financial instruments

 

(l)Fair Value Measurements

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly, hypothetical transaction between market participants at the measurement date, or exit price. ASC 820, Fair Value Measurement (“ASC 820”) establishes a fair value hierarchy for inputs, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

 

●Level 1 - Quoted prices in active markets for identical assets or liabilities.
●Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
●Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

2 Summary of significant accounting policies (continued)

 

ASC 825-10, Financial Instruments, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company elected to apply the fair value option to its PIPE Convertible Note described in Note 10, Convertible bonds and notes. This financial liability was initially measured at its issue-date fair value and is subsequently remeasured at fair value on a recurring basis at each reporting period date. The Company elected to present the fair value and the interest components together in the consolidated statements of operations and comprehensive loss. Therefore, interest is included as a component of changes in fair value of debt presented in the “Other income” line item in the consolidated statements of operations and comprehensive loss.

 

The following table provides the financial liability reported at fair value and measured on a recurring basis at September 30, 2024:

Schedule of  financial liability reported at fair value and measured on a recurring basis

 

Description  Total   Level 1   Level 2   Level 3 
   September 30, 2024 
Description  Total   Level 1   Level 2   Level 3 
                     
Convertible Note  $1,750,000   $      -   $      -   $1,750,000 

 

As of December 31, 2023, no financial liabilities were reported at fair value and measured on a recurring basis. There were no transfers between fair value hierarchy levels during the period ended September 30, 2024.

 

The assumptions used in determining the fair value of the Company’s outstanding convertible note for the period ended September 30, 2024, is as follows:

Schedule of assumptions used in determining the fair value convertible note

 

   September 30, 2024 
     
Risk-free interest rate   3.81%
Volatility   37.42%
Expected life (years)   1.4 

 

  
Prefunding to remittances partner

 

(i)Prefunding to remittances partner

 

Prefunding to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future. The prepayments are utilized when a remittance order is executed by the partner and the resulting amount of the order is deducted from the balance with the partner.

 

We allow our remittance partners to prefund their balance through cryptocurrencies. These cryptocurrencies are mainly XRP. Ripple provides the XRP upon request to the Company and our remittance partners. Under applicable accounting standards, we are an agent when facilitating cryptocurrency transactions on behalf of our customers. These cryptocurrencies are held under a bailment arrangement in an account in the Company’s name on behalf of our business partner but they are not Seamless’s assets and therefore, are not reflected as cryptocurrency assets on our consolidated balance sheets . Although the Company does not control the XRP in the bailment account, we are responsible for safeguarding the XRP in the bailment account.

 

Independent Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange (“Pdax”), Betur, Inc. (“Coins.ph”) and Bitstamp Global Limited (“Bitstamp”) (collectively, the “Cryptocurrency Exchanges”) are centralized crypto exchanges which keep the cryptographic keys for each respective XRP wallet and provide the Company with its respective API access keys. The Company is the only party that holds the API access keys that grant it direct access to its XRP wallet maintained on the respective Cryptocurrency Exchange. The Cryptocurrency Exchanges maintain records of all assets deposited by its users and send statements to the Company. The Company reconciles its internal ODL transaction records to the statements received from the Cryptocurrency Exchanges to ensure that these are accurate. The Company has an obligation to protect the API access keys from being abused or stolen. The Company is responsible for any damages caused by loss or theft.

 

Due to the unique risks associated with cryptocurrencies, including technological, legal, and regulatory risks, in accordance with Staff Accounting Bulletin No. 121 (“SAB 121”), we recognize a crypto asset safeguarding liability to reflect our obligation to safeguard the crypto assets held in the bailment account, which is recorded in Accounts payable, accruals and other payables on our consolidated balance sheet. We also recognize a corresponding safeguarding asset which is recorded in Prepayments, receivables and other assets on our consolidated balance sheet. The crypto asset safeguarding liability and corresponding safeguarding asset are measured and recorded at fair value on a recurring basis using prices available in the market we determine to be the principal market at the balance sheet date. The corresponding safeguarding asset may be adjusted for loss events, as applicable. As of September 30, 2024, the Company has not incurred any safeguarding loss events, and therefore, the crypto asset safeguarding liability and corresponding safeguarding asset were recorded at the same value. Safeguarding assets as of September 30, 2024 and December 31, 2023 are $2,222,368 and $1,983,116 respectively. Safeguarding liabilities as of September 30, 2024 and December 31, 2023 are $2,222,368 and $1,983,116 respectively.

  
Recent accounting pronouncements
(j) Recent Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position or results of operations upon adoption.

 

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance to have a material impact on our financial statements.

  
Retroactive Application of Reverse Recapitalization

 

(c)Retroactive Application of Reverse Recapitalization

 

Pursuant to ASC 805-40, Reverse Acquisitions, for financial accounting and reporting purposes, Seamless was deemed the accounting acquirer with INFINT being treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the unaudited condensed consolidated financial statements of the Company represent a continuation of the financial statements of Seamless, with the Business Combination being treated as the equivalent of Seamless issuing stock for the net assets of INFINT, accompanied by a recapitalization. The net liabilities of INFINT were stated at historical cost, with no goodwill or other intangible assets recorded, and were consolidated with Seamless’ financial statements on the Closing Date. The number of Seamless common shares for all periods prior to the Closing Date have been retrospectively adjusted using the exchange ratio that was established in accordance with the Business Combination Agreement, after adjusting for the share repurchase disclosed in Note 3 (the “Exchange Ratio”).

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

2 Summary of significant accounting policies (continued)

 

Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Shareholders’ Deficit

 

Pursuant to the terms of the Business Combination Agreement, as part of the Closing, all of the issued and outstanding Seamless common shares were all converted into 40,000,000 ordinary shares of Currenc at an Exchange Ratio of 0.650635750 (after adjusting for the share repurchase).

 

Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Operations and Comprehensive Loss

 

Furthermore, based on the retroactive application of the reverse recapitalization to the Company’s Condensed Consolidated Statements of Changes in Shareholders’ Deficit, Seamless recalculated the weighted-average shares for the pre-Business Combination portion of the periods ended September 30, 2024 and 2023. The basic and diluted weighted-average Seamless common shares were retroactively converted to Currenc ordinary shares using the Exchange Ratio to conform to the recast periods (see Note 2 (j), Net income (loss) per share, for additional information).

 

Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Balance Sheets

 

Finally, to conform to the retroactive application of recapitalization to the Company’s Condensed Consolidated Statements of Changes in Shareholders’ Deficit, the Company reclassified the par value of Seamless common shares to additional paid-in capital (“APIC”), less amounts attributable to the par value of the ordinary shares as recast, as of December 31, 2023.

 

Further details of the Reverse Recapitalization are contained in Note 3, Reverse Recapitalization and Related Transactions.

  
Going concern

 

(d)Going concern

 

The accompanying unaudited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

As of September 30, 2024, the Company had cash balances of $49.1 million, a working capital deficit of $54.1 million and net capital deficit $22.7 million. For the nine months ended September 30, 2024, the Company had a net loss of $11.3 million and net cash used in operating activities of $11.7 million. Net cash used in investing activities was $0.4 million. Net cash generated from financing activities was $2.2 million, resulting principally from proceeds of borrowings.

 

While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy.

  
Revenue recognition

 

(f)Revenue recognition

 

The Company complies with ASC 606, Revenue from Contracts with Customers.

 

Revenue from contracts with customers is measured based on the consideration specified in a contract with a customer in exchange for transferring goods or services to a customer net of sales and service tax, returns, rebates and discounts. The Company recognizes revenue when (or as) it transfers control over a product or service to its customer. An asset is transferred when (or as) the customer obtains control of the asset. Depending on the substance of the contract, revenue is recognized when the performance obligation is satisfied, which may be at a point in time or over time.

 

Contract assets represent the Company’s right to consideration for performance obligations that have been fulfilled but for which the customer has not been billed as of the balance sheet date.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

2 Summary of significant accounting policies (continued)

 

Remittance services revenue

 

Revenue from contracts with customers on service charges and gain/loss on foreign exchange arising from remittance activities are recognized upon the processing and execution of the international money transfer transactions. Remittance services are further divided into Fiat Currency Prefunded Remittance Service and XRP Prefunded Remittance Service. Management has considered these two services to be two product lines.

 

The customers of the remittance services are financial institutions (referred to as “Remittance Partners”). Remittance Partners who use the fiat currency prefunding option for their remittance business with the Company are referred to as Fiat Currency Prefunded Remittance Partners, whereas customers who choose the XRP Prefunding mode are referred to as XRP Prefunded Remittance Partners.

 

Fiat Currency Prefunded Remittance Service

 

The Company earns revenue by charging their customers a Fiat Currency Prefunded Remittance Fee when they use the Company’s platform to transfer money to a beneficiary in another country. These Fiat Currency Prefunded Remittance Fees are fixed and specific for every country’s currency and are charged at the point-in-time of executing this performance obligation. Prior to delivering cash to the customer’s beneficiary, the customer must directly provide the Company with prefunding (i.e., the cash to be remitted to the beneficiary). This is the traditional prefunding process, which the Company describes as Fiat Currency Prefunded Remittance Service.

 

XRP Prefunded Remittance Service

 

Unlike the Fiat Currency Prefunded Remittance Service, the customer obtains prefunding through Ripple Solution offered by Ripple Lab Inc. (see Note 9) with the XRP Prefunded Remittance Service. Ripple supplies the customer with the XRP equivalent of the requested prefunding. The Company subsequently liquidates this XRP on Ripple’s behalf, and the fiat currency obtained as a result of the liquidation process is transferred to the customer’s beneficiary. Customers who prefund their remittance service with XRP must enter into an agreement with Ripple and undergo stringent credit checks in order to get XRP prefunding and use Ripple’s platform. The Company charges their customers an XRP Prefunded Remittance Service Fee when the money is transferred to the customer’s beneficiary.

 

For both the XRP Prefunded and Fiat Currency Prefunded Remittance Services, the Company has no obligations to the customer in terms of guarantees, warranties or other similar obligations. There are also no significant payment terms involved as the Company obtains their fees shortly after charging their customers.

 

Sales Walletku Modern Channel

 

Revenue from the sale of goods is recognized at the point in time when the Company satisfies their performance obligation, which is upon delivery of the goods to the customer. The credit terms are typically 3-7 days.

 

Sales of airtime

 

Revenue from airtime sold is recognized when the relevant international airtime transfer or reload request is processed and executed.

 

Other services

 

Revenue from contracts with customers on other services is recognized as and when services are rendered.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

2 Summary of significant accounting policies (continued)
  
Segments

 

(g)Segments

 

As the chief operating decision-maker (“CODM”) of the Company, the Chief Executive Officer reviews the financial results when making decisions about allocating resources and assessing the performance of the Company. TNG (Asia) Limited (“TNGA”), the Tranglo Sdn BHD and related subsidiaries (“Tranglo”), GEA Limited and GEA Pte Ltd. (“GEA”) and PT Walletku Indompet Indonesia (“Walletku”) are all considered operating segments. These have been aggregated into two reportable segments, which are remittance services and sales of airtime, as described in Note 7. Other services are not assigned to a specific reportable segment as their results of operations are immaterial.

 

The remittance segment is operated through TNGA, GEA and Tranglo. TNGA and GEA are in the retail remittance business in Hong Kong, which is in the upstream segment of the remittance business, whereas Tranglo operates the remittance hub covering Southeast Asia and globally, and is thus in the downstream segment of the remittance business. Management operates, monitors and evaluates the whole remittance business through these three subsidiaries so as to generate the maximum synergy and create maximum value for the Company.

 

The Company operates the airtime segment via their international airtime transfer business through Tranglo and their retail airtime trading business locally in Indonesian through WalletKu. As with the remittance segment, management believes maximum synergy and business value can best be achieved by aggregating and managing the airtime business through these two subsidiaries.

  
Share-based compensation

 

(h)Share-based compensation

 

The Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation - Stock Compensation” (“ASC 718”), under which the fair value of awards issued to employees is expensed over the period in which the awards vest.

 

Seamless had an incentive plan approved and adopted on September 13, 2018, namely the 2018 Equity Incentive Plan. Under the 2018 Equity Incentive Plan, a total of 2,591,543 restricted stock units (“RSUs”) and 978,397 options with an exercise price of $12.87 had been awarded to certain directors and employees. All RSUs and options granted under the 2018 Incentive Plan had not been vested. The 2018 Incentive Plan was later terminated on July 29, 2022 and replaced by the new 2022 Incentive Plan. All previous awarded RSUs and options under the 2018 Incentive Plan were voided. Under the 2022 Incentive Plan, a total of 5,803,000 Seamless shares were reserved and granted to employees of Seamless.

 

All shares granted under the 2022 Incentive Plan will be vested upon (i) the completion of an IPO or (ii) the completion of a de-SPAC merger, with such vesting occurring upon the Closing of the Business Combination on August 30, 2024. The Incentive shares will then be vested under a trust, with 3,964,324 ordinary shares (part of the 40,000,000 Exchange Consideration Shares) being placed in trust upon the Closing of the Business Combination. The trustee will distribute the vested shares to the staff based on a schedule of (i) one third immediately upon the vesting of Incentive shares at the time of completion of IPO or de-SPAC, (ii) one third on the first anniversary date thereafter, (iii) one third on the second anniversary date thereafter. As of September 30, 2024, 1,321,441 vested shares have been distributed to the staff, while 2,642,883 vested shares remain in trust.

 

Seamless estimates the fair value of awards using a binomial pricing model. Seamless accounts forfeitures as they occur. For the awards granted on July 29, 2022, the following assumptions were used in the model:

 

Expected Volatility (39.84% to 43.74%)

 

Expected Dividend Yield (0%)

 

Expected Time to Liquidity (0.92 years to 2.92 years)

 

Exercise Price ($Nil)

 

Stock price at grant date ($6.55)

 

Weighted Average Fair Value of 1 Share ($5.73)

 

The fair value of the awards granted on July 29, 2022 is $30,479,627, after accounting for the forfeiture of 489,333 shares as of September 30, 2024.

 

For the awards granted on July 29, 2022, the following assumptions were used in the model:

 

Expected Volatility (26.65% to 42.32%)

 

Expected Dividend Yield (0%)

 

Expected Time to Liquidity (0.03 years to 2.03 years)

 

Exercise Price ($Nil)

 

Stock price at grant date ($6.22)

 

Weighted Average Fair Value of 1 Share ($5.78)

 

On August 30, 2024, Seamless has re-granted 466,573 shares out of the forfeited shares mentioned above. The fair value of the awards granted on August 30, 2024 is $2,696,053.

 

Share-based compensation expense recognized during the three and nine month periods ended September 30, 2024 is $13,137,850.

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

2 Summary of significant accounting policies (continued)
  
InFint Acquisition Corporation [Member]    
Basis of presentation and principles of consolidation  

Basis of presentation

Basis of presentation and principles of consolidation

 

The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

 
Emerging Growth Company  

Emerging growth company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

 

INFINT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

 
Use of estimates  

Use of estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 
Cash and cash equivalents  

Cash and Cash Equivalents

 

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and 2022.

 
Cash and Marketable Securities Held in Trust Account  

Cash and Marketable Securities Held in Trust Account

 

As of December 31, 2023 and 2022, the Company had $83,523,112 and $208,932,880 in cash and marketable securities held in the Trust Account.

 
Offering Costs associated with the Initial Public Offering  

Offering Costs associated with the Initial Public Offering

 

The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs of $582,540 consist principally of costs incurred in connection with formation of the Company and preparation for the Initial Public Offering and fair value of representative shares of $268,617. These costs, together with the underwriter discount of $8,499,949 and fair value of the representation shares were charged to additional paid-in capital upon completion of the Initial Public Offering.

 
Class A ordinary shares subject to possible redemption  

Class A ordinary shares subject to possible redemption

 

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, the Class A ordinary shares subject to possible redemption in the amount of $83,523,112 and $208,932,880 are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively.

 

The Company’s redeemable ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to value immediately as they occur. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

 

The amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

 

Class A ordinary shares subject to possible redemption at January 1, 2022  $202,998,782 
Accretion of carrying value to initial redemption value   5,934,098 
Class A ordinary shares subject to possible redemption at December 31, 2022  $208,932,880 
Accretion of carrying value to initial redemption value   7,715,207 
Redemption of Class A Ordinary Shares   (133,124,975)
Class A ordinary shares subject to possible redemption at December 31, 2023  $83,523,112 

 
Warrants  

Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment.

 
Income tax  

Income taxes

 

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and December 31, 2022, and for the years then ended. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

 

 

INFINT ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 
Earnings per share  

Net loss per ordinary share

 

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. Net loss per share is computed by dividing net loss by the weighted average number of ordinary share outstanding during the period, excluding ordinary share subject to forfeiture. At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

 

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

 

   Class A   Class B   Class A   Class B 
   For the year ended December 31, 2023   For the year ended December 31, 2022 
   Class A   Class B   Class A   Class B 
Basic and diluted net income (loss) per ordinary share                     
Numerator:                     
Allocation of net income (loss)  $2,003,234   $1,165,646   $(860,883)  $(251,081)
Denominator:                     
Basic and diluted weighted average common shares    10,024,516    5,833,083    19,999,880    5,833,083 
Basic and diluted net income (loss) per ordinary share  $0.20   $0.20   $(0.04)  $(0.04)

 
Concentrations of credit risk  

Concentration of credit risk

 

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

 
Fair value of financial instruments  

Fair value of financial instruments

 

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB (as defined below) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

 
Other income and expenses  
Business combination  
Prefunding to remittances partner  

 
Recent accounting pronouncements  

Recently issued accounting pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Seamless Group Inc [Member]    
Basis of presentation and principles of consolidation  

(a) Basis of presentation and principles of consolidation

 

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Seamless Group Inc. and its majority-owned subsidiaries. Non-controlling interest is recorded in the consolidated financial statements to recognize the minority ownership interest in the consolidated subsidiaries. Non-controlling interest in the profits and losses represent the share of net income or loss allocated to the minority interest holders of the consolidated subsidiaries. All intercompany transactions and balances have been eliminated in these consolidated financial statements.

 
Use of estimates  

(c) Use of estimates

 

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, impairment of investments in subsidiaries and equity investee, valuation of convertible bonds and income tax. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of significant accounting policies (Continued)

 
Cash and cash equivalents  

(e) Cash and cash equivalents

 

Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use and with original maturities of three months or less when purchased.

 
Income tax  

(x) Income tax

 

Income taxes are recorded in accordance with ASC 740, Income Taxes, which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or its tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized in the foreseeable future.

 

When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The accounting guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. Interest and penalties from tax assessments, if any, are included in income taxes in the statements of operations and comprehensive loss. The Company believes it does not have any uncertain tax positions through the years ended December 31, 2023 and 2022, respectively, which would have a material impact on the Company’s consolidated financial statements.

 
Earnings per share  

(y) Earnings per share

 

Basic earnings per share is calculated by dividing the net income or loss by the weighted average number of common shares outstanding for the period, without consideration of potentially dilutive securities.

 

Diluted net earnings per share is calculated by dividing the net income or loss by the weighted average number of common shares and potentially dilutive securities outstanding for the period. If there is a loss, potentially dilutive securities are not considered, as they would be anti-dilutive.. As of December 31, 2023 and 2022, the outstanding balances of US$10,000,000 and US$10,000,000, respectively, on the convertible bonds were anti-dilutive. The convertible bonds are convertible into 1,532,798 and 1,532,798 shares of the Company as of December 31, 2023 and 2022, respectively.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of Significant Accounting Policies (Continued)

 
Concentrations of credit risk  

(cc) Concentrations of credit risk

 

The Company is potentially subject to significant concentration of credit risk arising primarily from cash and cash equivalents, short-term investments, restricted cash, escrow money receivable, deposits, other receivables and amounts due from related parties.

 

As of December 31, 2023, a majority of the Company’s cash and cash equivalents and short-term investments were held at reputable financial institutions with high-credit ratings. In the event of bankruptcy of one of these financial institutions, the Company may not be able to claim its cash and demand deposits back in full, as these deposits are not insured. The Company continues to monitor the financial strength of the financial institutions.

 

The Company’s major concentration of credit risk relates to the amounts owing by four customers (2022: four customers) which constituted approximately 53% (2022: 71%) of its accounts receivable as of December 31, 2023.

 

The Company has not experienced any losses on its cash and cash equivalents, short-term investments, deposits, other receivables and amounts due from related parties during the year ended December 31, 2023 and 2022 and believes its credit risk to be minimal.

 

The Company does not require collateral or other security to support instruments subject to credit risk.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 
Fair value of financial instruments  

(r) Fair value of financial instruments

 

ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

 

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

 

Level 1 - Observable inputs such as quoted prices in active markets.
Level 2 - Inputs other than the quoted prices in active markets that are observable either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that are not active.
Level 3 - Unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions.

 

As of December 31, 2023 and 2022, the Company did not have any financial instruments that are measured at fair value. The carrying amounts of cash and cash equivalents, short-term investments, restricted cash, accounts receivable, escrow money receivable, deposit and other receivables, amounts due from/to related parties, and accruals, bank overdraft, escrow money payable, accounts payable, accruals and other payables approximate their fair values due to the short-term nature of these instruments.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of significant accounting policies (Continued)

 
Other income and expenses  

(ee) Other income and expenses

 

The Company accounts for gain or loss from exchange differences in other income and expenses.

 
Business combination  

(ff) Business combination

 

The Company accounts for business combinations using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations”. Acquisition method accounting requires that the consideration transferred be allocated to the assets, including separately identifiable assets, and liabilities the Company acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the Statement of Operations and Comprehensive Loss.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2Summary of Significant Accounting Policies (Continued)

 
Prefunding to remittances partner  

(gg) Prefunding to remittances partner

 

Prefunding to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future. The prepayments are utilized when a remittance order is executed by the partner and the resulting amount of the order is deducted from the balance with the partner.

 

We allow our remittance partners to prefund their balance through cryptocurrencies. These cryptocurrencies are mainly XRP. Ripple provides the XRP upon request to the Company and our remittance partners. Under applicable accounting standards, we are an agent when facilitating cryptocurrency transactions on behalf of our customers. These cryptocurrencies are held under a bailment arrangement in an account in the Company’s name on behalf of our business partner but they are not Seamless’s assets and therefore, are not reflected as cryptocurrency assets on our consolidated balance sheets . Although the Company does not control the XRP in the bailment account, we are responsible for safeguarding the XRP in the bailment account.

 

Independent Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange (“Pdax”), Betur, Inc. (“Coins.ph”) and Bitstamp Global Limited (“Bitstamp”) (collectively, the “Cryptocurrency Exchanges”) are centralized crypto exchanges which keep the cryptographic keys for each respective XRP wallet and provide the Company with its respective API access keys. The Company is the only party that holds the API access keys that grant it direct access to its XRP wallet maintained on the respective Cryptocurrency Exchange. The Cryptocurrency Exchanges maintain records of all assets deposited by its users and send statements to the Company. The Company reconciles its internal ODL transaction records to the statements received from the Cryptocurrency Exchanges to ensure that these are accurate. The Company has an obligation to protect the API access keys from being abused or stolen. The Company is responsible for any damages caused by loss or theft.

 

Due to the unique risks associated with cryptocurrencies, including technological, legal, and regulatory risks, in accordance with Staff Accounting Bulletin No. 121 (“SAB 121”), we recognize a crypto asset safeguarding liability to reflect our obligation to safeguard the crypto assets held in the bailment account, which is recorded in Accounts payable, accruals and other payables on our consolidated balance sheet. We also recognize a corresponding safeguarding asset which is recorded in Prepayments, receivables and other assets on our consolidated balance sheet. The crypto asset safeguarding liability and corresponding safeguarding asset are measured and recorded at fair value on a recurring basis using prices available in the market we determine to be the principal market at the balance sheet date. The corresponding safeguarding asset may be adjusted for loss events, as applicable. As of December 31, 2023, the Company has not incurred any safeguarding loss events, and therefore, the crypto asset safeguarding liability and corresponding safeguarding asset were recorded at the same value. Safeguarding assets as of December 31, 2023 and 2022 are $1,983,116 and $5,787,354 respectively. Safeguarding liabilities as of December 31, 2023 and 2022 are $1,983,116 and $5,787,354 respectively.

 
Recent accounting pronouncements  

(hh) Recent accounting pronouncements

 

In March 2022, the SEC released SAB 121, which provides guidance for an entity to consider when it has obligations to safeguard customers’ crypto assets, whether directly or through an agent or another third party acting on its behalf. The interpretive guidance requires a reporting entity to record a liability to reflect its obligation to safeguard the crypto assets held for its platform users with a corresponding safeguarding asset. The crypto asset safeguarding liability and the corresponding safeguarding asset will be measured at the fair value of the crypto assets held for the platform users with the measurement of the safeguarding asset taking into account any potential loss events. SAB 121 also requires disclosures related to the entity’s safeguarding obligations for crypto assets held for its platform users. SAB 121 was effective in the first interim or annual financial statements ending after June 15, 2022 with retrospective application as of the beginning of the fiscal year. We adopted this guidance for the year ended December 31, 2022 with retrospective application as of January 1, 2021. As of December 31, 2023 and 2022, we recorded $2.0 million and $5.8 million, respectively, for both the crypto asset safeguarding liability and corresponding safeguarding asset, which were classified as accounts payable, accruals and other payables and prepayments, receivables and other assets, respectively, on our consolidated balance sheets.

 

In March 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-02, “Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”). The amendments in this ASU eliminate the accounting guidance for troubled debt restructurings (“TDRs”) by creditors in Subtopic 310-40, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The amendments are effective for the Company beginning after December 15, 2022. As of the year ended December 31, 2023, the Company does not consider the changes prescribed in ASU 2022-02 to have a material impact on its consolidated financial position, results of operations or cash flows.

 

 

In October 2021, the FASB issued ASU No. 2021-08, “‘Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for the Company beginning after December 15, 2022, and are applied prospectively to business combinations that occur after the effective date. As of the year ended December 31, 2023, the Company does not consider these amendments to have a material impact to the financial statements.

 

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. Further, ASU 2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance, i.e., aligning the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares, adding information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed. The Company meets the “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies. For private companies, it’s effective for fiscal years beginning after December 15, 2023. The Company has chosen not to early adopt the new standard before the effective date.
Revenue recognition  

(s) Revenue recognition

 

The Company complies with ASC 606, Revenue from Contracts with Customers.

 

Revenue from contracts with customers is measured based on the consideration specified in a contract with a customer in exchange for transferring goods or services to a customer net of sales and service tax, returns, rebates and discounts. The Company recognizes revenue when (or as) it transfers control over a product or service to its customer. An asset is transferred when (or as) the customer obtains control of the asset. Depending on the substance of the contract, revenue is recognized when the performance obligation is satisfied, which may be at a point in time or over time.

 

Contract assets represent the Company’s right to consideration for performance obligations that have been fulfilled but for which the customer has not been billed as of the balance sheet date.

 

Remittance services revenue

 

Revenue from contracts with customers on service charges and gain/loss on foreign exchange arising from remittance activities are recognized upon the processing and execution of the international money transfer transactions. Remittance services are further divided into Fiat Currency Prefunded Remittance Service and XRP Prefunded Remittance Service. Management has considered these two services to be two product lines.

 

The customers of the remittance services are financial institutions (referred to as “Remittance Partners”). Remittance Partners who use the fiat currency prefunding option for their remittance business with the Company are referred to as Fiat Currency Prefunded Remittance Partners, whereas customers who choose the XRP Prefunding mode are referred to as XRP Prefunded Remittance Partners.

 

Fiat Currency Prefunded Remittance Service

 

The Company earns revenue by charging their customers a Fiat Currency Prefunded Remittance Fee when they use the Company’s platform to transfer money to a beneficiary in another country. These Fiat Currency Prefunded Remittance Fees are fixed and specific for every country’s currency and are charged at the point-in-time of executing this performance obligation. Prior to delivering cash to the customer’s beneficiary, the customer must directly provide the Company with prefunding (i.e., the cash to be remitted to the beneficiary). This is the traditional prefunding process, which the Company describes as Fiat Currency Prefunded Remittance Service.

 

XRP Prefunded Remittance Service

 

Unlike the Fiat Currency Prefunded Remittance Service, the customer obtains prefunding through Ripple Solution offered by Ripple Lab Inc. (see Note 21) with the XRP Prefunded Remittance Service. Ripple supplies the customer with the XRP equivalent of the requested prefunding. The Company subsequently liquidates this XRP on Ripple’s behalf, and the fiat currency obtained as a result of the liquidation process is transferred to the customer’s beneficiary. Customers who prefund their remittance service with XRP must enter into an agreement with Ripple and undergo stringent credit checks in order to get XRP prefunding and use Ripple’s platform. The Company charges their customers an XRP Prefunded Remittance Service Fee when the money is transferred to the customer’s beneficiary.

 

For both the XRP Prefunded and Fiat Currency Prefunded Remittance Services, the Company has no obligations to the Customer in terms of guarantees, warranties or other similar obligations. There are also no significant payment terms involved as the Company obtains their fees shortly after charging their customers.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of significant accounting policies (Continued)

 

Sales Walletku Modern Channel

 

Revenue from the sale of goods is recognized at the point in time when the Company satisfies its performance obligation, which is upon delivery of the goods to customer. The credit terms are typically 3-7 days.

 

Sales of airtime

 

Revenue from airtime sold is recognized when the relevant international airtime transfer or reload request is processed and executed.

 

Other services

 

Revenue from contracts with customers on other services is recognized as and when services are rendered.

 
Segments  

(z) Segments

 

As the chief operating decision-maker (“CODM”) of the Company, the Chief Executive Officer reviews the financial results when making decisions about allocating resources and assessing the performance of the Company. TNG (Asia) Limited (“TNGA”), the Tranglo Sdn BHD and related subsidiaries (“Tranglo”), GEA Limited and GEA Pte Ltd. (“GEA”) and PT Walletku Indompet Indonesia (“Walletku”) are all considered operating segments. These have been aggregated into two reportable segments, which are remittance services and sales of airtime, as described in Note 18. Other services are not assigned to a specific reportable segment as their results of operations are immaterial.

 

The remittance segment is operated through TNGA, GEA and Tranglo. TNGA and GEA are in the retail remittance business in Hong Kong, which is in the upstream segment of the remittance business, whereas Tranglo operates the remittance hub covering Southeast Asia and globally, and is thus in the downstream segment of the remittance business. Management operates, monitors and evaluates the whole remittance business through these three subsidiaries so as to generate the maximum synergy and create maximum value for the Company.

 

The Company operates the airtime segment via its international airtime transfer business through Tranglo and its retail airtime trading business locally in Indonesian through WalletKu. As with the remittance segment, management believes maximum synergy and business value can best be achieved by aggregating and managing the airtime business through these two subsidiaries.

 
Share-based compensation  

(dd) Share-based compensation

 

The Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation - Stock Compensation” (“ASC 718”), under which the fair value of awards issued to employees is expensed over the period in which the awards vest.

 

The Company had an incentive plan approved and adopted on September 13, 2018, namely the 2018 Equity Incentive Plan. Under the 2018 Equity Incentive Plan, a total of 2,591,543 restricted stock units (“RSUs”) and 978,397 options with an exercise price of $12.87 had been awarded to certain directors and employees. All RSUs and options granted under the 2018 Incentive Plan had not been vested. The 2018 Incentive Plan was later terminated on July 29, 2022 and replaced by the new 2022 Incentive Plan. All previous awarded RSUs and options under the 2018 Incentive Plan were voided. Under the 2022 Incentive Plan, a total of 5,803,000 shares are reserved and granted to employees of the Company.

 

All shares granted under the 2022 Incentive Plan will be vested upon (i) the completion of an IPO or (ii) the completion of a de SPAC merger. The Incentive shares will then be vested under a trust. The trustee will distribute the vested shares to the staff based on a schedule of (i) one third immediately upon the vesting of Incentive shares at the time of completion of IPO or de SPAC, (ii) one third on the first anniversary date thereafter, (iii) one third on the second anniversary date thereafter.

 

The Company estimates the fair value of awards using a binomial pricing model. The Company accounts forfeitures as they occur. For the awards granted on July 29, 2022, the following assumptions were used in the model:

 

Expected Volatility (39.84% to 43.74%)

 

Expected Dividend Yield (0%)

 

Expected Time to Liquidity (0.92 years to 2.92 years)

 

Exercise Price ($Nil)

 

Stock price at grant date ($6.55)

 

Weighted Average Fair Value of 1 Share ($5.73)

 

The fair value of the awards granted on July 29, 2022 is $32,790,450, after accounting for the forfeiture of 77,261 shares as of December 31, 2023. This also represents the unrecognized compensation, as the performance condition of the completion of an IPO or de-SPAC is not within the Company’s control.

 
Going concern  

(b) Going concern

 

The accompanying audited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

As of December 31, 2023, the Company had cash balances of $48.5 million, a working capital deficit of $70.5 million and net capital deficit of $36.2 million. For the year ended December 31, 2023, the Company had a net loss of $14.4 million and net cash used in operating activities of $15.3 million. Net cash provided by investing activities was $1.4 million. Net cash used in financing activities was $1.2 million, resulting principally from repayment of borrowings.

 

While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy.

 
Foreign currency  

(d) Foreign currency

 

Foreign subsidiaries have designated the local currency of their respective countries as their functional currency. Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in the consolidated statements of operations and comprehensive loss. Non-monetary items are not subsequently re-measured.

 

The Company uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position, respectively, from the functional currency into the US$. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity.

 
Short-term investments  

(f) Short-term investments

 

Short-term investments include fixed deposits with original maturities of greater than three months but less than one year.

 
Restricted cash  

(g) Restricted cash

 

Restricted cash includes the balance in the Company’s e-wallet mobile application held by the Company on behalf of the individual e-wallet users. It is the Company’s policy to maintain approximately 110% of the amount deposited in case of immediate cash withdrawal by e-wallet users.

 

It also includes fixed deposits pledged to the banks as security for banking facilities granted to the Company.

 
Accounts receivable  

(h) Accounts receivable

 

Accounts receivable represents the amounts that the Company has an unconditional right to receive. The Company complies with Accounting Standards Codification (“ASC”) 326, which employs an approach based on expected losses to estimate the allowance for doubtful accounts.

 

To measure the expected credit losses, accounts receivable has been grouped based on shared credit risk characteristics and the days past due. For certain large customers or customers with a high risk of default, the Company assesses the risk of loss of each customer individually based on their financial information, past trends of payments and, where applicable, an external credit rating. Also, the Company considers any accounts receivable having financial difficulty or in default with significant balances outstanding for more than 60 days to be credit-impaired, and assesses the risk of loss for each of these accounts individually. The expected loss rates are based on the payment profiles of sales over a period of 12 months from the measurement date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle their debts.

 

The Company has recorded a credit loss of US$187,462 and US$117,195 as of December 31, 2023 and 2022, respectively.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of significant accounting policies (Continued)

 
Escrow money receivable  

(i) Escrow money receivable

 

Escrow money receivable arises due to the time required to initiate collection from and clear transactions through external merchants. Escrow money receivable represents the money collected by merchants when e-wallet users fund mobile payments through the Company’s e-wallet mobile application, and there is a clearing period before the cash is received or settled, usually up to five business days.

 

Escrow money receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognized at fair value. The Company holds the escrow money receivables with the object to collect the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method.

 
Investment in an equity security  

(j) Investment in an equity security

 

The Company elected to record the equity investment in a privately held company using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer. It is subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of the equity security.

 
Equipment, net  

(k) Equipment, net

 

Equipment, net is stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditures that are directly attributable to the acquisitions of the fixed assets. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to the consolidated statements of operations and comprehensive loss during the year in which they are incurred.

 

Depreciation of equipment is calculated using the straight-line method with no residual values over their estimated useful lives, as follows:

 

Office equipment 10%
Furniture and fittings 10%
Renovation 10%
Signboard 10%
Computer peripherals 33%
Electrical installation 10%
Mobile phone 33%
Motor vehicle 20%
Air conditioners 10%
Store equipment 20%

 

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2Summary of significant accounting policies (Continued)

 

(k) Equipment, net (Continued)

 

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

 

Gains and losses on disposals of equipment are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statements of operations and comprehensive loss.

 
Intangible assets, net  

(l) Intangible assets, net

 

Intangible assets primarily consist of acquired computer software, developed technologies and trade names and trademarks. These intangible assets are amortized over a period of 5 years, 7 years and 10 years on a straight-line basis, respectively.

 
Goodwill  

(m) Goodwill

 

Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in a business combination. The Company performs goodwill impairment test on annual basis and more frequently upon the occurrence of certain events as defined by ASC 350. Goodwill is impaired when the carrying value of the reporting units exceeds its fair value. The Company first assesses qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed.

 

The Company estimates the fair value of the reporting unit using a discounted cash flow approach. Significant management judgment and estimation are involved in forecasting the amount and timing of expected future cash flows and the underlying assumptions used in the discounted cash flow approach to determine the fair value of the reporting unit. As the fair values of the reporting units is not less than carrying amount, no impairment was recorded for the years ended December 31, 2023 and 2022.

 
Impairment of long-lived assets other than goodwill  

(n) Impairment of long-lived assets other than goodwill

 

Long-lived assets such as equipment and software with finite lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment of the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. The Company did not record any impairment of long-lived assets during the years ended December 31, 2023 and 2022.

 
Escrow Money Payable  

(o) Escrow Money Payable

 

Escrow money payable arises due to the time required to initiate collection from and clear transactions through external merchants. Escrow money payable represents the money paid by merchants when e-wallet users execute mobile payment through the Company’s e-wallet mobile application, and there is a clearing period before the cash is received or settled, usually up to five business days.

 
Client money payable  

(p) Client money payable

 

Client money payable relates to the Company’s e-wallet mobile application and is represented by the amounts due to e-wallet users held by the Company. Client money is maintained in the e-wallet until a transfer or withdrawal is requested by the e-wallet users.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of significant accounting policies (Continued)

 
Convertible bond  

(q) Convertible bond

 

The Company accounts for debt instruments with convertible features in accordance with the details and substance of the instruments at the time of their issuance. For convertible debt instruments issued at a substantial premium to equivalent instruments without conversion features, or those that may be settled in cash upon conversion, it is presumed that the premium or cash conversion option represents an equity component. Accordingly, the Company determines the carrying amounts of the liability and equity components of such convertible debt instruments by first determining the carrying amount of the liability component by measuring the fair value of a similar liability that does not have an equity component. The carrying amount of the equity component representing the embedded conversion option is then determined by deducting the fair value of the liability component from the total proceeds from the issue. The resulting equity component is recorded, with a corresponding offset to debt discount which is subsequently amortized to interest cost using the effective interest method over the period the debt is expected to be outstanding as an additional non-cash interest expense. Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components.

 

For conventional convertible bonds which do not have a cash conversion option or where no substantial premium is received on issuance, it may not be appropriate to split the bond into the liability and equity components.

 

A conversion of the bonds at more favorable terms than the original bond is treated as an inducement and the Company recognizes a debt conversion expense equal to the fair value of all securities and other consideration transferred in the transaction in excess of the fair value of securities or consideration issuable pursuant to the original conversion terms.

 
Cost of revenue  

(t) Cost of revenue

 

Costs of revenues consist primarily of agency handling fees, top-up service fees paid to convenience stores, handling charges to banks and credit card providers, amortization of the intangible assets of acquired computer software, developed technologies, cost of digital - pulses, data packages, game vouchers, bill payment, SIM Cards (starter pack) and airtime balance.

 
Advertising and Promotion Costs  

(u) Advertising and Promotion Costs

 

Advertising and promotion costs are expensed when incurred and are included in general and administrative expenses. The total amount of advertising and promotion costs recognized were US$784,818 and US$618,661 for the years ended December 31, 2023 and 2022, respectively.

 
Leases  

(v) Leases

 

According to ASC 842, Leases, lessees are required to record a right-of-use asset and lease liabilities for operating leases. At the lease commencement date, a lessee should measure and record the lease liability equal to the present value of scheduled lease payments discounted using the rate implicit in the lease or the lessee’s incremental borrowing rate, and the right-of-use asset is calculated on the basis of the initial measurement of the lease liability, plus any lease payments at or before the commencement date and direct costs, minus any incentives received. Over the lease term, a lessee must amortize the right-of-use asset and record interest expense on the lease liability. The recognition and classification of lease expenses depend on the classification of the lease as either operating or finance.

 

The Company has elected the practical expedient of the short-term lease exemption for contracts with lease terms of 12 months or less.

 
Employee benefit expenses  

(w) Employee benefit expenses

 

The Company’s costs related to the staff retirement plans (see Note 16) are charged to the consolidated statements of operations and comprehensive loss as incurred.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2 Summary of significant accounting policies (Continued)

 
Share capital  

(aa) Share capital

 

The Company has only one class of common shares authorized, issued and outstanding.

 
Related parties  

(bb) Related parties

 

Entities are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

 
v3.25.0.1
Organization and business (Tables)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Schedule of principal subsidiaries

The Company’s principal subsidiaries at September 30, 2024 are set out below:

 

      Percentage of ownership held by the Company 
Company Name  Place of incorporation  Principal activities   Directly    Indirectly 
Seamless Group Inc.  Cayman Islands  Investment holding   100%     
Dynamic Investment Holdings Limited  Cayman Islands  Investment holding        100%
Bagus Fintech Pte. Ltd.  Singapore  Providing business center services   -    100%
PT Tranglo Indonesia  Indonesia  Operating money remittance business   -    60%
PT Tranglo Solusindo  Indonesia  Providing and sourcing airtime and other related services   -    60%
Tranglo (MEA) Limited  Hong Kong  Providing and sourcing airtime and other related services   -    60%
Tranglo Europe Ltd  United Kingdom  Operating money remittance business   -    60%
Tranglo Pte. Ltd.  Singapore  Operating money remittance business   -    60%
Tik FX Malaysia Sdn. Bhd.  Malaysia  Dormant   -    60%
Treatsup Sdn. Bhd.  Malaysia  Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application   -    60%
Dynamic Indonesia Holdings Limited  Cayman Islands  Investment holding   -    100%
Dynamic Indonesia Pte. Ltd.  Singapore  Retail sales via the internet and development of other software and programming activities   -    82.0%
PT Dynamic Wallet Indonesia  Indonesia  Business operations have not commenced   -    82.2%
PT Walletku Indompet Indonesia  Indonesia  (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher   -    82.2%

 

 

CURRENC GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

  
InFint Acquisition Corporation [Member]    
Schedule of principal subsidiaries  
Seamless Group Inc [Member]    
Schedule of principal subsidiaries  

The Company’s principal subsidiaries at December 31, 2023 are set out below:

 

         Percentage of ownership held by the Company 
Company Name  Place of incorporation  Principal activities  Directly   Indirectly 
Dynamic Investment Holdings Limited  Cayman Islands  Investment holding   100%   - 
Dynamic (Asia) Group Inc.  British Virgin Islands  Investment holding   -    100%
TNG (Asia) Limited  Hong Kong  Provision of mobile electronic wallet   100%   - 
Tranglo Sdn. Bhd.  Malaysia  Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services   -    60%
未來網絡科技投資股份有限公司  Taiwan  Investment holding   -    100%
GEA Holdings Limited  Cayman Islands  Investment holding   -    100%
GEA Limited  Hong Kong  Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants   -    100%
GEA Pte Ltd.  Singapore  Transaction and payment processing services   -    100%
Bagus Fintech Pte. Ltd.  Singapore  Providing business center services   -    100%
Dynamic (Asia) Holdings Limited  Cayman Islands  Investment holding   -    100%
Dynamic FinTech Group (HK) Limited  Hong Kong  Provision of corporate governance consultancy, management and advisory services   -    100%
Tranglo Holdings Limited  Cayman Islands  Investment holding   -    100%
The WSF Group Holdings Limited  British Virgin Islands  Investment holding   -    100%
The Wall Street Factory Limited  Hong Kong  Providing business center services   -    100%
Bagus Financial Services Limited  Hong Kong  Provision of IR services and PR function events   -    100%

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1 Organization and business (Continued)

 

         Percentage of ownership held by the Company 
Company Name  Place of incorporation  Principal activities  Directly   Indirectly 
PT Tranglo Indonesia  Indonesia  Operating money remittance business   -    60%
PT Tranglo Solusindo  Indonesia  Providing and sourcing airtime and other related services   -    60%
Tranglo (MEA) Limited  Hong Kong  Providing and sourcing airtime and other related services   -    60%
Tranglo Europe Ltd  United Kingdom  Operating money remittance business   -    60%
Tranglo Pte. Ltd.  Singapore  Operating money remittance business   -    60%
Tik FX Malaysia Sdn. Bhd.  Malaysia  Dormant   -    60%
Treatsup Sdn. Bhd.  Malaysia  Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application   -    60%
Dynamic Indonesia Holdings Limited  Cayman Islands  Investment holding   -    59.2%
Dynamic Indonesia Pte. Ltd.  Singapore  Retail sales via the internet and development of other software and programming activities   -    49.8%
PT Dynamic Wallet Indonesia  Indonesia  Business operations have not commenced   -    49.9%
PT Walletku Indompet Indonesia  Indonesia  (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher   -    49.9%
v3.25.0.1
Summary of significant accounting policies (Tables)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Schedule of basic and diluted net loss per ordinary shares

The following tables provide the calculation of basic and diluted net loss per ordinary share for the three months and nine months ended September 30, 2024, and September 30, 2023:

 

 Schedule of basic and diluted net loss per ordinary shares

   2024   2023   2024   2023 
  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2024   2023   2024   2023 
                 
Numerator:                    
Net loss  $(4,961,006)  $(3,830,445)  $(11,810,167)  $(10,911,259)
                     
Denominator:                    
Weighted average ordinary shares outstanding   38,163,168    33,980,753    35,374,891    33,980,753 
                     
Basic and diluted net (loss) per share  $(0.13)  $(0.11)  $(0.33)  $(0.32)
                     
  
Schedule of fair assumptions of awards granted

For the awards granted on July 29, 2022, the following assumptions were used in the model:

 

Expected Volatility (26.65% to 42.32%)

 

Expected Dividend Yield (0%)

 

Expected Time to Liquidity (0.03 years to 2.03 years)

 

Exercise Price ($Nil)

 

Stock price at grant date ($6.22)

 

Weighted Average Fair Value of 1 Share ($5.78)

  
Schedule of computation of diluted loss per share

The following table conveys the number of shares that may potentially be dilutive ordinary shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses. The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted loss per share:

 

   September 30, 2024   September 30, 2023 
         
Warrants   17,932,892    - 
Convertible bonds (treasury stock method)   204,167    2,736,287 
  
Schedule of financial liability reported at fair value and measured on a recurring basis

The following table provides the financial liability reported at fair value and measured on a recurring basis at September 30, 2024:

Schedule of  financial liability reported at fair value and measured on a recurring basis

 

Description  Total   Level 1   Level 2   Level 3 
   September 30, 2024 
Description  Total   Level 1   Level 2   Level 3 
                     
Convertible Note  $1,750,000   $      -   $      -   $1,750,000 
  
Schedule of assumptions used in determining the fair value convertible note

The assumptions used in determining the fair value of the Company’s outstanding convertible note for the period ended September 30, 2024, is as follows:

Schedule of assumptions used in determining the fair value convertible note

 

   September 30, 2024 
     
Risk-free interest rate   3.81%
Volatility   37.42%
Expected life (years)   1.4 
  
InFint Acquisition Corporation [Member]    
Schedule of reconciliation of ordinary share subject to possible redemption  

The amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

 

Class A ordinary shares subject to possible redemption at January 1, 2022  $202,998,782 
Accretion of carrying value to initial redemption value   5,934,098 
Class A ordinary shares subject to possible redemption at December 31, 2022  $208,932,880 
Accretion of carrying value to initial redemption value   7,715,207 
Redemption of Class A Ordinary Shares   (133,124,975)
Class A ordinary shares subject to possible redemption at December 31, 2023  $83,523,112 
Schedule of basic and diluted net loss per ordinary shares  

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

 

   Class A   Class B   Class A   Class B 
   For the year ended December 31, 2023   For the year ended December 31, 2022 
   Class A   Class B   Class A   Class B 
Basic and diluted net income (loss) per ordinary share                     
Numerator:                     
Allocation of net income (loss)  $2,003,234   $1,165,646   $(860,883)  $(251,081)
Denominator:                     
Basic and diluted weighted average common shares    10,024,516    5,833,083    19,999,880    5,833,083 
Basic and diluted net income (loss) per ordinary share  $0.20   $0.20   $(0.04)  $(0.04)
Seamless Group Inc [Member]    
Schedule of fair assumptions of awards granted  

The Company estimates the fair value of awards using a binomial pricing model. The Company accounts forfeitures as they occur. For the awards granted on July 29, 2022, the following assumptions were used in the model:

 

Expected Volatility (39.84% to 43.74%)

 

Expected Dividend Yield (0%)

 

Expected Time to Liquidity (0.92 years to 2.92 years)

 

Exercise Price ($Nil)

 

Stock price at grant date ($6.55)

 

Weighted Average Fair Value of 1 Share ($5.73)
Schedule of depreciation of equipment and software straight line method  

Depreciation of equipment is calculated using the straight-line method with no residual values over their estimated useful lives, as follows:

 

Office equipment 10%
Furniture and fittings 10%
Renovation 10%
Signboard 10%
Computer peripherals 33%
Electrical installation 10%
Mobile phone 33%
Motor vehicle 20%
Air conditioners 10%
Store equipment 20%
v3.25.0.1
Related party transactions (Tables)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Schedule of related party transactions

   2024   2023   2024   2023 
  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2024   2023   2024   2023 
   US$   US$   US$   US$ 
Sino Dynamic Solutions Limited                    
Purchase of intangible assets   403,168    -    1,439,045    - 
Support and maintenance costs   134,957    230,066    606,857    689,184 
  
Schedule of related party balances

  

September 30, 2024

   December 31, 2023 
   US$   US$ 
Amounts due from related parties          
Sino Dynamic Solutions Limited   -    7,148,208 
The Wall Street Factory Ltd   1,923,357    - 
Dynamic Fintech Group (HK) Ltd.   1,231,207    - 
Others   676,631    139,168
Amounts due from related parties   3,831,195    7,287,376 
           
Amounts due to related parties          
Regal Planet Limited   48,461,156    48,654,398 
GEA Limited   10,326,867    - 
Sino Dynamic Solutions Limited   365,210    4,130,912 
Mr. Alexander Kong   1,436,959    114,374 
Ripple Lab Inc.   16,085,461    32,584,911 
Others   1,793,723    1,003,924 
Amounts due to related parties   78,469,376    86,488,519 
  
InFint Acquisition Corporation [Member]    
Schedule of related party transactions  
Seamless Group Inc [Member]    
Schedule of related party transactions  
           
   Years ended December 31, 
   2023   2022 
   US$   US$ 
Sino Dynamic Solutions Limited          
Purchase of intangible assets   2,551,184    - 
Support and maintenance costs   919,654    919,404 
Schedule of related party balances  
           
   December 31, 
   2023   2022 
   US$   US$ 
Amounts due from related parties          
PT Walletku Indompet Indonesia   -    - 
Sino Dynamic Solutions Limited   7,148,208    4,382,762 
Others   139,168    100,466 
Amounts due from related parties   7,287,376    4,483,228 
           
Amounts due to related parties          
Regal Planet Limited   48,654,398    49,079,276 
Sino Dynamic Solutions Limited   4,130,912    1,245,564 
Mr. Alexander Kong   114,374    114,508 
Ripple Lab Inc.   32,584,911    32,310,978 
Others   1,003,924    1,006,991 
Amounts due to related parties   86,488,519    83,757,317 
v3.25.0.1
Reverse recapitalization and related transactions (Tables)
 9 Months Ended
Sep. 30, 2024
Reverse Recapitalization And Related Transactions  
Schedule of ordinary shares issued and outstanding

The Currenc ordinary shares issued and outstanding immediately following the consummation of the Reverse Recapitalization were as follows:

 

Exchange Consideration Shares   40,000,000 
Public Shares   94,916 
Sponsor Shares   4,483,026 
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 
Schedule other intangible assets

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:

 

      
Cash overdraft  $(187)
Accrued expenses   (5,364,533)
Accrued expenses - Sponsor (1)   

(278,623

)
Deferred underwriter fee payable   (5,699,964)
Promissory note - Sponsor   

(325,000

)
Promissory note - Seamless (2)   (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.
v3.25.0.1
Goodwill (Tables)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Schedule of goodwill

 

   Goodwill 
   US$ 
      
Balance as of January 1, 2023 and December 31, 2023   27,001,383 
Goodwill impairment   (1,657)
Balance as of September 30, 2024   26,999,726 
  
Schedule of Goodwill Reportable Segments

The following table sets forth the goodwill by reportable segments:

 

   September 30, 2024  December 31, 2023
   US$  US$
Remittance services   12,919,935   12,921,592
Sales of Airtime   14,079,791   14,079,791
Goodwill   26,999,726   27,001,383
  
Seamless Group Inc [Member]    
Schedule of goodwill  

Changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 were as follows:

 

   Goodwill 
   US$ 
     
Balance as of January 1, 2022   19,229,528 
Goodwill from acquisition   7,771,855 
Balance as of December 31, 2022, January 1, 2023 and December 31, 2023   27,001,383 
Schedule of Goodwill Reportable Segments  

The following table sets forth the goodwill by reportable segments:

Schedule of goodwill reportable segments

 

           
   December 31, 
   2023   2022 
   US$   US$ 
Remittance services   12,921,592    12,921,592 
Sales of Airtime   14,079,791    14,079,791 
Goodwill   27,001,383    27,001,383 
v3.25.0.1
Borrowings (Tables)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Schedule of borrowings

 Schedule of borrowings

  

September 30, 2024

   December 31, 2023 
   US$   US$ 
Short-term borrowings (i)   20,137,666    8,772,710 
           
Long-term borrowings (ii)   -    11,538,357 
Less: current maturities   -    (9,031,383)
Non-current maturities   -    2,506,974 

 

(i)As of September 30, 2024 and December 31, 2023, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from Nil to 24.0% and 15.0% to 24.0% per annum, respectively. As of September 30, 2024 and December 31, 2023, the weighted average interest rate of these borrowings was 13.7% and 22.6% per annum, respectively. The borrowings are denominated in Hong Kong Dollar (“HK$”) and United States Dollar (“US$”).
   
(ii)As of December 31, 2023, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0% to 24.0% per annum, respectively. As of December 31, 2023, the weighted average interest rate of these borrowings was 13.1% per annum. The borrowings are denominated in HK$ and US$.
  
Schedule of long term borrowings

As of September 30, 2024, the borrowings will be due according to the following schedule:

 

   Principal amounts 
   US$ 
For the period ending September 30,     
Within one year   20,137,666 
Within two years   - 
Within three years   - 
Total   20,137,666 
  
Seamless Group Inc [Member]    
Schedule of borrowings  
           
   December 31, 
   2023   2022 
   US$   US$ 
         
Short-term borrowings (i)   8,772,710    8,978,390 
           
Long-term borrowings (ii)   11,538,357    12,305,279 
Less: current maturities   (9,031,383)   (4,426,000)
Non-current maturities   2,506,974    7,879,279 

 

(i)As of December 31, 2023 and 2022, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from 15.0% to 24.0% and 15.0% to 24.0% per annum, respectively. As of December 31, 2023 and 2022, the weighted average interest rate of these borrowings was 22.6% and 22.4% per annum, respectively. The borrowings are denominated in HK$ and US$.

 

(ii)As of December 31, 2023 and 2022, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0% to 24.0% and 2.5% to 24.0% per annum, respectively. As of December 31, 2023 and 2022, the weighted average interest rate of these borrowings was 13.1% and 15.5% per annum, respectively. The borrowings are denominated in HK$ and US$.

 

As of December 31, 2023, the Company obtained loans from three members of management of the Company.

 

A loan of HK$4.7 million (equivalent to US$0.6 million) has been provided by Mr. Takis Wong, the Chief Operating Officer, at an interest rate of 12% per annum. The loan is unsecured and repayable in full on April 4, 2024. Another loan of HK$2.5 million and 9.8 million (equivalent to US$0.3 million and US$1.3 million) has been provided by Mr. Alexander Kong, the Chairman, at an interest rate of 12% per annum. The loan is unsecured and repayable in full on March 30 and June 30, 2024, respectively. Another loan of HK$3.6 million (equivalent to US$0.6 million) has been provided by Dr. Ronnie Hui, the Chief Executive Officer, at an interest rate of 12% per annum. The loan is unsecured and repayable on demand. The company is in negotiation to extend the above loans.

 

(iii)As of December 31, 2023, the Company had a loan of US$2.05 million from Noble Tack International Limited, one of the shareholders of its subsidiary, Dynamic Indonesia Holdings Limited. The loan is unsecured, interest-free and repayable on demand.
   
 (iv)As of December 31, 2023 and 2022, the Company had obtained a line of credit of US$5 million from Ripple Labs, Inc., one of the related parties of their subsidiary, Tranglo Sdn. Bhd. The loan is unsecured and has an interest rate of 12% per annum. Amount drawn down as of December 31, 2023 and 2022, was US$5 million and US$5 million respectively. The line of credit facility has a maturity of two years from the effective date of September 12, 2022. Ripple has the option of calling any drawdown on or after the first anniversary.
Schedule of long term borrowings  

As of December 31, 2023, the long-term borrowings will be due according to the following schedule:

Schedule of long term borrowings

 

      
   Principal amounts 
    US$ 
For the year ending December 31,     
2024   9,031,383 
2025   466,188 
2026   - 
2027   2,040,786 
Total   11,538,357 
v3.25.0.1
Segments (Tables)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Schedule of segment reporting for revenue

   2024   2023   2024   2023 
  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2024   2023   2024   2023 
   US$   US$   US$   US$ 
Revenue                    
Remittance services                    
Fiat remittance   4,754,297    5,890,240    17,038,494    18,878,689 
ODL remittance   191,588    410,076    749,969    972,872 
Sales of Airtime   6,289,988    6,395,893    17,469,080    19,925,467 
Other services   23,843    40,338    112,960    124,938 
Revenue   11,259,716    12,736,547    35,370,503    39,901,966 
Cost of sales                    
Remittance services   (2,211,516)   (2,705,658)   (7,743,463)   (8,513,348)
Sales of Airtime   (5,817,457)   (5,815,033)   (16,017,579)   (17,954,058)
Other services   (95,569)   (76,657)   (269,752)   (225,087)
Cost of sales   (8,124,542)   (8,597,348)   (24,030,794)   (26,692,493)
Gross Profit                    
Remittance services   2,734,369    3,594,658    10,045,000    11,338,213 
Sales of Airtime   472,531    580,860    1,451,501    1,971,409 
Other services   (71,726)   (36,319)   (156,792)   (100,149)
Gross Profit   3,135,174    4,139,199    11,339,709    13,209,473 
  
Schedule of goodwill reportable segments

The following table sets forth the goodwill by reportable segments:

 

   September 30, 2024  December 31, 2023
   US$  US$
Remittance services   12,919,935   12,921,592
Sales of Airtime   14,079,791   14,079,791
Goodwill   26,999,726   27,001,383
  
Seamless Group Inc [Member]    
Schedule of segment reporting for revenue  
         
   Years ended December 31, 
   2023   2022 
   US$   US$ 
Revenue  -    -  
Remittance services   26,695,196    26,714,151 
Sales of Airtime   26,398,707    28,501,152 
Other services   161,458    285,614 
Revenue   53,255,361    55,500,917 

 

   Years ended December 31, 
   2023   2022 
   US$   US$ 
Cost of sales  -    -  
Remittance services   (11,375,525)   (13,268,205)
Sales of Airtime   (24,206,112)   (26,370,613)
Other services   (317,419)   (242,129)
Cost of sales   (35,899,057)   (39,880,947)

 

   Years ended December 31, 
   2023   2022 
   US$   US$ 
Gross Profit   -     -  
Remittance services   15,319,671    13,445,946 
Sales of Airtime   2,192,595    2,130,539 
Other services   (155,962)   43,485 
Gross Profit   17,356,304    15,619,970 
Schedule for additions to long-lived assets other than goodwill and acquired intangible assets  

The following table sets forth the Expenditures for additions to long-lived assets other than goodwill and acquired intangible assets:

Schedule for additions to long-lived assets other than goodwill and acquired intangible assets

 

           
   December 31, 
   2023   2022 
   US$   US$ 
Remittance services expense   302,950    532,457 
Sales of Airtime   -    - 
Other services   -    - 
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets   302,950    532,457 
Schedule of geographical information  

The following table sets forth the revenues by geographical area:

Schedule of geographical information

 

         
   Years ended December 31, 
   2023   2022 
   US$   US$ 
Revenue        
Hong Kong   9,726,364    8,647,764 
Malaysia   29,317,906    36,742,314 
Indonesia   14,211,091    10,110,839 
Revenue   53,255,361    55,500,917 
Schedule of long lived assets geographical information  

The following table sets forth the long-lived assets other than goodwill and intangible assets by geographical area:

Schedule of long lived assets geographical information

 

           
   December 31, 
   2023   2022 
   US$   US$ 

Long-lived assets other than goodwill and acquired intangible assets

          
Hong Kong   4,368,106    3,647,913 
Malaysia   1,005,601    1,276,989 
Indonesia   62,056    121,698 
Long-Lived Assets   5,435,763    5,046,600 
           
Add: Non-disclose items          
Investment in an equity security   100,000    100,000 
Deferred tax assets   972,984    768,617 
Goodwill   27,001,383    27,001,383 
Acquired intangible assets   4,926,674    6,467,231 
Long-lived assets other than goodwill and acquired intangible assets   33,001,041    39,383,831 
Schedule of goodwill reportable segments  

The following table sets forth the goodwill by reportable segments:

Schedule of goodwill reportable segments

 

           
   December 31, 
   2023   2022 
   US$   US$ 
Remittance services   12,921,592    12,921,592 
Sales of Airtime   14,079,791    14,079,791 
Goodwill   27,001,383    27,001,383 
v3.25.0.1
Acquisition of dynamic indonesia holdings limited (Tables)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Schedule of purchase price of acquisition

The allocation of the purchase price as of the date of acquisition is summarized as follows:

 

   US$ 
Net assets acquired (i)   (1,590,634)
Goodwill (Note 4)   7,851,590 
Non-controlling interests   (3,931,441)
Total   2,329,515 
      
Total purchase price is comprised of:     
Cash consideration   200,000 
Fair value of previously held equity interests   2,129,515 
Total   2,329,515 
  
Seamless Group Inc [Member]    
Schedule of purchase price of acquisition  

The allocation of the purchase price as of the date of acquisition is summarized as follows:

Schedule of purchase price of acquisition

 

      
   US$ 
Net assets acquired (i)   (1,510,899)
Goodwill (Note 9) (ii)   7,771,855 
Non-controlling interests (iii)   (3,931,441)
Total   2,329,515 
      
Total purchase price is comprised of:     
Cash consideration   200,000 
Fair value of previously held equity interests   2,129,515 
Total   2,329,515 

 

(i)Net assets acquired primarily included accounts receivables and other receivables of approximately US$0.6 million, property and equipment of approximately US$0.2 million, operating lease right-of-use assets relating to land use rights of approximately US$0.1 million and other assets of approximately US$1.6 million and liabilities of approximately US$4.1 million as of the date of acquisition.

 

 

SEAMLESS GROUP INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

20 Acquisition of Dynamic Indonesia Holdings Limited (Continued)

 

(ii)Goodwill arose on the acquisition from the expected synergies from combining our existing airtime operations with those of Dynamic Indonesia Holdings Limited.

 

(iii)An independent valuation firm was hired by Noble Tack International Limited to value it shares in Dynamic Indonesia at approximately the date of the acquisition. The firm used market approach Price-to-Sales multiple-based methodology to determine the value.
Schedule of acquisition of consolidated statements of operations  

The following amounts of the acquiree since the acquisition date are included in the December 2023 consolidated statement of operations. Comparable information for 2021 is not available.

Schedule of acquisition of consolidated statements of operations

 

           
   2023   2022 
   US$   US$ 
Revenue   14,211,091    10,110,839 
Loss after tax   (836,874)   (498,424)
v3.25.0.1
Deconsolidation of dynamic indonesia holdings limited (Tables)
 9 Months Ended
Sep. 30, 2024
Deconsolidation Of Dynamic Indonesia Holdings Limited  
Schedule of divested entities

The statement of operations of the divested entities from the start of the year up to before divestiture are as follows:

Schedule of divested entities 

 

   US$’M 
Revenue   5.6 
Cost of revenue   (4.5)
Gross profit   1.1 
      
General and administrative expenses   (3.6)
Loss from operations   (2.5)
      
Finance costs, net   (1.8)
Other income   0.1 
Loss before income tax   (4.2)
Income tax expense   - 
Net loss   (4.2)

 

The major classes of assets and liabilities divested of are as follows:

 

   Assets/(Liabilities) 
   US$’M 
Assets     
Intangible assets   4.7 
Deposits, prepayments and other receivables   2.1 
Restricted cash   4.6 
Amount due to related companies   19.7 
Other assets   2.1 
      
Liabilities     
Loan   (7.4)
Accruals and other payables   (3.6)
Client Money Payable   (4.2)
Amount due to related companies   (31.8)
Other liabilities   (1.1)
Assets/(Liabilities)   14.9 
v3.25.0.1
Restatement of previously issued financial statements (Tables)
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Schedule of effect of restatement

The following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the periods indicated.

 

Schedule of effect of restatement

   Previously Reported   Adjustments   As Restated 
   December 31, 2022 
   Previously Reported   Adjustments   As Restated 
   US$   US$   US$ 
Consolidated Balance Sheets as of December 31, 2022               
Prepayments, receivables and other assets   31,776,196    5,787,354    37,563,550 
Accounts payable, accruals and other payables   53,159,031    5,787,354    58,946,385 
                
Consolidated Statement of Cash Flows for the year ended December 31, 2022               
Prepayments, receivables and other assets   (8,433,545)   2,636,855    (5,796,690)
Accounts payable, accruals and other payables   (9,612,845)   (2,636,855)   (12,249,700)
v3.25.0.1
Accounts receivable, net (Tables) - Seamless Group Inc [Member]
 12 Months Ended
Dec. 31, 2023
Schedule of accounts receivable net

 

   2023   2022 
   December 31, 
   2023   2022 
   US$   US$ 
         
Accounts receivable   2,638,333    3,184,892 
Allowance for credit losses   (187,462)   (117,195)
Accounts receivable, net   2,450,871    3,067,697 
Schedule of allowance for doubtful accounts

The movements in allowance for credit losses are as follows:

 

   2023   2022 
   December 31, 
   2023   2022 
   US$   US$ 
         
Balance at the beginning of year   117,195    - 
Additional for the year   

70,267

    - 
Acquisition of a subsidiary   -    117,195 
Balance at the end of year   187,462    117,195 
v3.25.0.1
Prepayments, receivables and other assets (Tables) - Seamless Group Inc [Member]
 12 Months Ended
Dec. 31, 2023
Schedule of prepayments and other current assets

 

   2023   2022 
   December 31, 
   2023   2022 
   US$   US$ 
         
Contract asset   6,888,954    4,657,799 
Safeguarding assets   1,983,116    5,787,354 
Other receivables   100,144    54,425 
Prefunding to remittances partner   21,082,897    21,896,243 
Deposits   1,402,729    1,438,316 
Goods and services tax/ Value-added tax recoverable   26,493    13,842 
Prepayments   553,258    503,123 
Airtime stock   607,308    715,755 
Inventory   125,603    162,227 
Current tax recoverable   360,358    1,094,332 
Others   1,094,379    1,240,134 
Total   34,225,239    37,563,550 
Schedule of contract assets

Movement of contract assets are as follows:

 

   December 31, 
   2023   2022 
   US$   US$ 
         
As at January 1   4,657,799    4,189,989 
Rights of consideration for service rendered but not billed   2,231,155    467,810 
As at December 31   6,888,954    4,657,799 
v3.25.0.1
Investment in an equity security (Tables)
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Schedule of investment in an equity security

Investment in an unquoted equity security as of December 31, 2023 and 2022 consisted of the following:

 

       December 31, 
       2023   2022 
         US$    US$ 
                
K Hub   0.54%   100,000    100,000 
K Hub   0.54%   100,000    100,000 
v3.25.0.1
Equipment, net (Tables)
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Schedule of equipment and software net

Equipment, net as of December 31, 2023 and 2022 consisted of the following:

 

   2023   2022 
   December 31, 
   2023   2022 
   US$   US$ 
         
Office equipment   489,396    433,479 
Furniture and fittings   303,331    298,076 
Renovation   1,741,702    1,739,807 
Signboard   2,195    2,195 
Computer peripherals   3,301,853    3,074,341 
Electrical installation   46,492    45,502 
Mobile phone   10,022    9,013 
Motor vehicle   14,536    97,479 
Air conditioners   8,367    4,809 
Total   5,917,894    5,704,701 
Less: accumulated depreciation   (4,901,404)   (4,383,080)
Equipment, net   1,016,490    1,321,621 
v3.25.0.1
Intangible assets, net (Tables) - Seamless Group Inc [Member]
 12 Months Ended
Dec. 31, 2023
Schedule of intangible assets net

Intangible assets, net as of December 31, 2023 and 2022 consisted of the following:

 

   2023   2022 
   December 31, 
   2023   2022 
   US$   US$ 
         
Software   22,778,055    20,546,739 
Developed technologies   5,853,354    5,853,354 
Trade names and trademarks   7,043,640    7,043,640 
Total   35,675,049    33,443,733 
Less: accumulated amortization   (26,483,336)   (23,593,955)
Intangible assets, net   9,191,713    9,849,778 
Schedule of future amortization expenses

As of December 31, 2023, the estimated future amortization expense for each of the next five years and thereafter was as follows:

 

   Amortization 
   US$ 
For the year ending December 31,     
2024   2,948,062 
2025   2,779,867 
2026   2,343,051 
2027   815,240 
2028   305,493 
Thereafter   - 
Total   9,191,713 
v3.25.0.1
Leases (Tables) - Seamless Group Inc [Member]
 12 Months Ended
Dec. 31, 2023
Schedule of right of use assets and lease liabilities

Right-of-use assets and lease liabilities, as of December 31, 2023 and 2022, are as follows:

 

   Line Items  2023   2022 
   Financial Statement  December 31, 
   Line Items  2023   2022 
      US$   US$ 
            
Right-of-use assets:             
Operating lease  Right-of-use assets   154,234    342,432 
Total right-of-use assets      154,234    342,432 
              
Lease liabilities:             
Current liabilities             
Operating lease  Current portion of lease liabilities   152,325    174,061 
Total current operating lease liabilities      152,325    174,061 
              
Non-current liabilities             
Operating lease  Other payables   -    158,895 
Total non- current operating liabilities      -    158,895 
Schedule of lease costs

The components of lease costs are as follows:

 

   2023   2022 
   Years ended December 31, 
   2023   2022 
   US$   US$ 
         
Operating lease costs   1,123,046    1,168,188 
Short-term lease costs   141,889    80,217 
Finance lease costs:          
Depreciation   -    2,938 
Interest on finance lease liabilities   -    406 
Total lease costs   1,264,935    1,251,749 
Schedule of other information related to leases

Other information related to leases is as follows:

 

   December 31, 
   2023 
   US$ 
     
Weighted Average Remaining Lease Term     
Operating lease   10.5 
Weighted Average Discount Rate     
Operating lease   8.6%
Schedule of cashflows related to leases

Cash flows related to leases are as follows:

 

   2023   2022 
   Years ended December 31, 
   2023   2022 
   US$   US$ 
         
Cash flows from operating activities:          
Payments for operating lease liabilities   199,447    172,711 
Cash flows from financing activities:          
Principal payments on finance lease obligation   -    61,048 
Supplemental Cash Flow Data:          
Right-of-use assets obtained in exchange for new operating lease obligations   7,350    376,428 
Schedule of future minimum lease payments under non cancelable operating leases

Future minimum lease payments under non-cancelable operating leases as of December 31, 2023 are as follows:

 

   Operating lease 
    US$ 
      
For the year ending December 31,     
2024   157,991 
2025   - 
Lease liabilities (Gross)   157,991 
Less: imputed interest   (5,666)
Total lease liabilities   152,325 
v3.25.0.1
Accounts payable, accruals and other payables (Tables)
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Schedule of accounts payable and other payables

Accounts payable, accruals and other payables consisted of the following:

Schedule of accounts payable and other payables

 

           
   December 31, 
   2023   2022 
   US$   US$ 
         
Accounts payable   10,541    17,871 
Safeguarding liabilities   1,983,116    5,787,354 
Accruals   5,424,194    4,878,896 
Prefunding from remittance customers   35,584,882    40,910,632 
Incentives received for credit card program   699,655    700,521 
Prefunding from airtime customers   758,419    874,889 
Current portion of finance lease liabilities   -    - 
Cash received for the subscription of Convertible Promissory Note   1,056,765    1,058,005 
Accrued interest   7,614,719    3,990,177 
Tax payable   29,808    11,102 
Other payables   826,132    716,938 
Accounts payable, accruals and other payables   53,988,231    58,946,385 
v3.25.0.1
Convertible bonds (Tables) - Seamless Group Inc [Member]
 12 Months Ended
Dec. 31, 2023
Schedule of convertible bonds
           
   December 31, 
   2023   2022 
   US$   US$ 
         
Convertible Bond A   -    - 
Convertible Bond B   -    - 
Convertible Bond C   -    - 
Convertible Bond D   -    10,000,000 
Convertible Bond E   10,000,000      
Total principal   10,000,000    10,000,000 
Less: unamortized debt discount   -    (807,860)
Net carrying amount   10,000,000    9,192,140 
Less: maturing within one year   (10,000,000)   9,192,140 
Convertible bonds   -    - 
Schedule of debt

Changes in total principal balance of convertible bond:

 Schedule of debt

 

                
  

Convertible

Bond D

  

Convertible

Bond E

  

 

Total

 
   US$   US$   US$ 
Total principal balance as of December 31, 2022 and January 1, 2023   10,000,000    -    10,000,000 
Repayment during the year   -    -    - 
Conversion to non-convertible loan   -    -    - 
Convertible Bond replacement   (10,000,000)   10,000,000    - 
Total principal balance as of December 31, 2023   -    10,000,000    10,000,000 
v3.25.0.1
Revenue (Tables)
 12 Months Ended
Dec. 31, 2023
Seamless Group Inc [Member]  
Schedule of revenue
           
   Years end December 31, 
   2023   2022 
   US$   US$ 
         
Timing of revenue recognition - at point in time  -    -  
Remittance services   -    - 
Fiat remittance   25,287,487    25,812,304 
ODL remittance   1,407,709    901,847 
Sales of Airtime   26,398,707    28,501,152 
Other services   161,458    285,614 
Revenue   53,255,361    55,500,917 
v3.25.0.1
Income tax (Tables) - Seamless Group Inc [Member]
 12 Months Ended
Dec. 31, 2023
Schedule of income before income tax

The Company’s loss before income tax consists of:

Schedule of income before income tax

 

           
   Years ended December 31, 
   2023   2022 
   US$   US$ 
         
Malaysia   2,042,746    1,606,867 
Indonesia   (786,490)   1,609,362 
Hong Kong   (15,141,598)   (18,818,064)
Others   (8,963)   (10,096)
Loss before income tax   (13,894,305)   (15,611,931)
Schedule of components of income tax expense

Income tax expense consists of:

Schedule of components of income tax expense

 

           
   Years ended December 31, 
   2023   2022 
   US$   US$ 
         
Income tax expense   797,147    507,740 
Deferred income tax benefit   (273,666)   (393,958)
Income tax expense benefit   523,481    113,782 
Schedule of effective income tax rate reconciliation

A reconciliation of the income tax expense to the amount computed by applying the current statutory tax rate to the income before income tax in the consolidated statements of operations and comprehensive loss is as follows:

Schedule of effective income tax rate reconciliation

 

           
   Years ended December 31, 
   2023   2022 
   US$   US$ 
         
Income before income tax   (13,894,305)   (15,611,931)
Tax calculated at Hong Kong profits tax rate   (2,292,560)   (2,576,217)
Effect of different tax rates applicable to different jurisdictions   1,637,665    2,244,573 
Income not subject to tax   (48,307)   (567,161)
Non-deductible expenses   132,796    658,533 
Change in valuation allowance   846,827    245,220 
Underprovision of current tax in the previous financial year   125,217    48,182 
Tax effect on deductible temporary differences   7,918    46,624 
Others   113,925    14,028 
Income tax   523,481    113,782 
Schedule of deferred tax assets and liabilities

The Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are attributable to the following:

Schedule of deferred tax assets and liabilities

 

           
   December 31, 
   2023   2022 
   US$   US$ 
Deferred tax assets          
Tax losses carried forward   8,266,115    7,526,178 
Equipment   (65,050)   (90,113)
Accrued expenses   296,576    354,988 
Others   54,560    39,290 
Deferred tax gross   8,552,201    7,830,343 
Valuation allowance   (7,887,313)   (7,061,726)
Total deferred tax assets   664,888    768,617 
           
Deferred tax liabilities          
Fixed assets   -    - 
Intangible assets   (1,184,987)   (1,554,721)
Others   (61,773)   (61,622)
Total deferred tax liabilities   (1,246,760)   (1,616,343)
           
Net deferred tax liabilities   (581,872)   (847,727)
v3.25.0.1
Organization and business (Details Narrative) - USD ($)
 9 Months Ended 12 Months Ended
Aug. 30, 2024
Feb. 16, 2024
Aug. 18, 2023
Nov. 22, 2022
Aug. 03, 2022
Dec. 07, 2021
Nov. 23, 2021
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Feb. 20, 2024
Aug. 23, 2023
Jul. 29, 2023
Sale of stock price per share $ 10.00                          
Warrants price per share               $ 0.01            
Investment of cash in trust account               $ 365,224 $ 174,303          
Common stock, par value                   $ 0.0001        
Offering price               $ 18.00            
Redeem shares issued, amount $ 54,800,000                          
Share price                           $ 6.22
Cash               $ 49,100,000            
Working capital               $ (54,100,000)            
P I P E Investor [Member]                            
Number of shares issued 400,000                          
Number of shares issued for service 200,000                          
Promissory notes $ 1,750,000                          
EF Hutton [Member]                            
Promissory notes 5,700,000                          
Greenberg Traurig L L P [Member]                            
Promissory notes 3,200,000                          
Sponsor [Member]                            
Promissory notes $ 603,623                          
Seamless Group Inc [Member]                            
Number of shares issued for acquisitions 40,000,000                          
Number of shares issued for service 290,000                          
Underwriting Agreement [Member]                            
Percentage of underwriting discount             0.50%              
Percent of underwriting deferred fee             3.00%              
Underwriters Agreement [Member] | Deferred Fee [Member]                            
Proceeds from issuance initial public offering gross             $ 5,999,964              
InFint Acquisition Corporation [Member]                            
Deferred underwriting commissions             $ 5,999,964              
Warrants price per share             $ 11.50     $ 0.01        
Transaction costs             $ 9,351,106              
Underwriting fees             2,499,985              
Sale of stock consideration on transaction, fair value             268,617              
Other offering costs             $ 582,540              
Ownership interest                   50.00%        
Business combination tangible assets net                   $ 5,000,001        
Investment of cash in trust account                   $ 2,540,000 $ 2,999,982      
Offering price                   $ 18.00        
Cash                   $ 43,509        
Working capital                   4,516,047        
Capital contribution                   2,540,000 $ 2,999,982      
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents                   43,509        
InFint Acquisition Corporation [Member] | Trust Account [Member]                            
Deposits                   $ 800,000     $ 160,000  
Share price                         $ 0.04  
InFint Acquisition Corporation [Member] | Seamless Group Inc [Member]                            
Business combination to redeem, percentage                   100.00%        
InFint Acquisition Corporation [Member] | Business Combination Agreement [Member] | Subsequent Event [Member]                            
Deposits                       $ 80,000    
InFint Acquisition Corporation [Member] | Business Combination Agreement [Member] | Trust Account [Member]                            
Deposits                 $ 1,740,000       $ 290,000  
InFint Acquisition Corporation [Member] | Business Combination Agreement [Member] | Seamless Group Inc [Member]                            
Investment of cash in trust account       $ 2,999,982                    
InFint Acquisition Corporation [Member] | Business Combination Agreement [Member] | FINTECH Merger Sub-Corp [Member]                            
Business combination consideration transferred         $ 400,000,000                  
Common stock, par value         $ 0.0001                  
Offering price         $ 10.00                  
InFint Acquisition Corporation [Member] | Transaction Agreement [Member]                            
Sale of stock price per share                   $ 10.15        
InFint Acquisition Corporation [Member] | Underwriting Agreement [Member]                            
Percentage of underwriting discount             0.50%              
Percent of underwriting deferred fee             3.00%              
InFint Acquisition Corporation [Member] | Underwriters Agreement [Member] | Deferred Fee [Member]                            
Proceeds from issuance initial public offering gross             $ 5,999,964              
Common Class A [Member] | InFint Acquisition Corporation [Member]                            
Sale of stock price per share     $ 10.94             12.00        
Common stock, par value                   0.0001 $ 0.0001      
Redeem shares issued     2,176,003                      
Redeem shares issued, amount     $ 23,800,000                      
Redeem shares issued, trust amount     $ 81,100,000                      
Common Class A [Member] | InFint Acquisition Corporation [Member] | Subsequent Event [Member]                            
Sale of stock price per share   $ 11.36                        
Redeem shares issued   2,661,404                        
Redeem shares issued, amount   $ 30,260,000                        
Redeem shares issued, trust amount   53,970,000                        
Tax payable   $ 100,000                        
Common Class B [Member] | EF Hutton [Member]                            
Number of shares issued             69,999              
Common Class B [Member] | Jones Trading [Member]                            
Number of shares issued             30,000              
Common Class B [Member] | InFint Acquisition Corporation [Member]                            
Number of shares issued             99,999              
Offering costs             $ 9,351,106              
Common stock, par value                   $ 0.0001 $ 0.0001      
Common Class B [Member] | InFint Acquisition Corporation [Member] | EF Hutton [Member]                            
Number of shares issued                   69,999 69,999      
Common Class B [Member] | InFint Acquisition Corporation [Member] | Jones Trading [Member]                            
Number of shares issued                   30,000 30,000      
Common Class B [Member] | InFint Acquisition Corporation [Member] | Sponsor [Member]                            
Number of shares issued                     5,733,084      
IPO [Member] | Underwriting Agreement [Member]                            
Proceeds from issuance initial public offering gross             $ 2,499,985              
Percentage of underwriting discount             1.25%              
IPO [Member] | InFint Acquisition Corporation [Member]                            
Sale of stock price per share             $ 10.15     $ 10.15        
Proceeds from issuance initial public offering gross             $ 202,998,782              
Offering price                   $ 10.15        
IPO [Member] | InFint Acquisition Corporation [Member] | Sponsor [Member]                            
Capital contribution           $ 25,100                
Notes issued           $ 400,000                
IPO [Member] | InFint Acquisition Corporation [Member] | Underwriting Agreement [Member]                            
Proceeds from issuance initial public offering gross             $ 2,499,985              
Percentage of underwriting discount             1.25%              
IPO [Member] | Common Class A [Member]                            
Number of shares issued             17,391,200              
Sale of stock price per share             $ 10.00              
Proceeds from issuance initial public offering gross             $ 199,998,800              
IPO [Member] | Common Class A [Member] | InFint Acquisition Corporation [Member]                            
Number of shares issued             19,999,880              
Sale of stock price per share             $ 10.00              
Proceeds from issuance initial public offering gross             $ 199,998,800              
Offering costs             9,351,106              
Deferred underwriting commissions             5,999,964              
Underwriting fees             2,499,985              
Sale of stock consideration on transaction, fair value             268,617              
Other offering costs             $ 582,540              
Over-Allotment Option [Member] | InFint Acquisition Corporation [Member]                            
Number of shares issued             2,608,680              
Over-Allotment Option [Member] | Common Class A [Member]                            
Number of shares issued             2,608,680              
Sale of stock price per share             $ 10.00              
Private Placement Warrants [Member]                            
Proceeds from warrants             $ 202,998,782              
Private Placement Warrants [Member] | InFint Acquisition Corporation [Member]                            
Warrants issued, shares             7,796,842              
Warrants price per share             $ 1.00              
Proceeds from warrants             $ 7,796,842              
Private Placement [Member]                            
Number of shares issued 136,110                          
Proceeds from issuance or sale of equity $ 1,750,000                          
Private Placement [Member] | Common Class A [Member]                            
Sale of stock price per share             $ 1.00              
Proceeds from issuance initial public offering gross             $ 7,796,842              
Sale of additional private warrants             7,032,580              
Private Warrants [Member]                            
Warrants issued, shares 7,796,842                          
Private Warrants [Member] | Common Class A [Member]                            
Sale of stock price per share             $ 1.00              
Sale of additional private warrants             764,262              
Initial Public Offering And Private Placement [Member] | Common Class A [Member]                            
Proceeds from issuance initial public offering gross             $ 207,795,642              
P I P E Investor [Member]                            
Number of shares issued 400,000                          
Promissory notes $ 1,940,000                          
v3.25.0.1
Schedule of reconciliation of ordinary share subject to possible redemption (Details) - InFint Acquisition Corporation [Member] - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Class A ordinary shares subject to possible redemption balance $ 208,932,880  
Class A ordinary shares subject to possible redemption balance 83,523,112 $ 208,932,880
Class A Ordinary Shares Subject to Redemption [Member]    
Class A ordinary shares subject to possible redemption balance 208,932,880 202,998,782
Class A ordinary shares subject to possible redemption balance 7,715,207 5,934,098
Class A ordinary shares subject to possible redemption balance (133,124,975)  
Class A ordinary shares subject to possible redemption balance $ 83,523,112 $ 208,932,880
v3.25.0.1
Schedule of basis and diluted net loss per ordinary shares (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Allocation of net income (loss) $ 5,021,425 $ 3,607,338 $ 2,631,928 $ 3,815,112 $ 3,292,178 $ 3,339,807 $ 11,260,691 $ 10,447,097    
Basic weighted average common shares [1] 38,163,168     33,980,753     35,374,891 33,980,753    
Diluted weighted average common shares [1] 38,163,168     33,980,753     35,374,891 33,980,753    
Basic net income (loss) per ordinary share [1] $ (0.13)     $ (0.11)     $ (0.33) $ (0.32)    
Diluted net income (loss) per ordinary share [1] $ (0.13)     $ (0.11)     $ (0.33) $ (0.32)    
InFint Acquisition Corporation [Member]                    
Allocation of net income (loss)                 $ (3,147,500) $ 1,111,964
Common Class A [Member] | InFint Acquisition Corporation [Member]                    
Allocation of net income (loss)                 $ 2,003,234 $ (860,883)
Basic weighted average common shares                 10,024,516 19,999,880
Diluted weighted average common shares                 10,024,516 19,999,880
Basic net income (loss) per ordinary share                 $ 0.20 $ (0.04)
Diluted net income (loss) per ordinary share                 $ 0.20 $ (0.04)
Common Class B [Member] | InFint Acquisition Corporation [Member]                    
Allocation of net income (loss)                 $ 1,165,646 $ (251,081)
Basic weighted average common shares                 5,833,083 5,833,083
Diluted weighted average common shares                 5,833,083 5,833,083
Basic net income (loss) per ordinary share                 $ 0.20 $ (0.04)
Diluted net income (loss) per ordinary share                 $ 0.20 $ (0.04)
[1] Retrospectively restated to reflect Reverse Recapitalization - see Note 2.
v3.25.0.1
Summary of significant accounting policies (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Aug. 30, 2024
Jul. 29, 2023
Jul. 29, 2022
Sep. 13, 2018
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Product Information [Line Items]                              
Cash         $ 49,100,000           $ 49,100,000        
Working capital         54,100,000           54,100,000        
Net captial deficit         22,734,946 $ 45,472,683 $ 41,407,040 $ 34,793,963 $ 30,963,238 $ 27,490,633 22,734,946 $ 34,793,963 $ 39,143,247 $ 24,735,379  
Net loss         5,021,425 $ 3,607,338 $ 2,631,928 $ 3,815,112 $ 3,292,178 $ 3,339,807 11,260,691 10,447,097      
Net cash used in operating activities                     11,671,423 10,844,751      
Investing activities                     365,224 174,303      
Financing activities                     $ 2,179,105 (148,066)      
Expected Volatility, Minimum   26.65%                          
Expected Volatility, Maximum   42.32%                          
Expected Dividend Yield   0.00%                          
Exercise Price                            
Stock price at grant date   6.22                          
Weighted Average Fair Value   $ 5.78                          
Fair value of awards granted     $ 30,479,627   13,137                    
Shares forfeited                     489,333        
Share-based compensation expense         13,137,850           $ 13,137,850      
Safeguarding assets         2,222,368           2,222,368   1,983,116    
Safeguarding liabilities         2,222,368           2,222,368   1,983,116    
Cash         $ 49,060,421           49,060,421   48,516,765    
Net cash provided by investing activities                     (365,224) (174,303)      
Net cash used in financing activities                     $ (2,179,105) $ 148,066      
Convertible Debt Securities [Member]                              
Product Information [Line Items]                              
Convertible shares                     204,167 2,736,287      
Minimum [Member]                              
Product Information [Line Items]                              
Expected Time to Liquidity   10 days                          
Maximum [Member]                              
Product Information [Line Items]                              
Expected Time to Liquidity   2 years 10 days                          
2018 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]                              
Product Information [Line Items]                              
Share-based compensation exercisable, options grants in priod       2,591,543                      
2018 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Directors And Employees [Member]                              
Product Information [Line Items]                              
Share-based compensation exercisable, options grants in priod       978,397                      
Share-based compensation exercisable, weighted average exercise price       $ 12.87                      
2022 Equity Incentive Plan [Member]                              
Product Information [Line Items]                              
Shares vested 3,964,324                   1,321,441        
Exchange consideration shares 40,000,000                            
Shares vested and expected to vest         2,642,883           2,642,883        
2022 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Seamless Group Inc [Member]                              
Product Information [Line Items]                              
Share-based compensation exercisable, options grants in priod       5,803,000                      
Business Combination Agreement [Member]                              
Product Information [Line Items]                              
Ordinary shares                     40,000,000        
Currenc at exchange after adjusting for per share repurchase         $ 0.650635750           $ 0.650635750        
InFint Acquisition Corporation [Member]                              
Product Information [Line Items]                              
Cash equivalents                         0 0  
Cash and marketable securities held in trust account                         83,523,112 208,932,880  
Deferred offering costs                         582,540    
Adjustments to additional paid in capital, fair value                         268,617    
Underwriter discount                         8,499,949    
Temporary equity                         83,523,112 208,932,880  
Unrecognized tax benefits                         0 0  
Accrued interest and penalties                         0 0  
Federal depository insurance                         250,000    
Cash                         43,509    
Working capital                         (4,516,047)    
Net captial deficit                         10,516,011 8,488,304 $ 4,442,224
Net loss                         (3,147,500) 1,111,964  
Net cash used in operating activities                         552,958 756,716  
Investing activities                         (130,584,975) 2,999,982  
Financing activities                         (130,259,975) 2,999,982  
Cash                         43,509 271,467  
Net cash provided by investing activities                         130,584,975 (2,999,982)  
Net cash used in financing activities                         130,259,975 (2,999,982)  
Seamless Group Inc [Member]                              
Product Information [Line Items]                              
Net captial deficit                         39,143,247 24,735,379 [1] 8,093,751
Net loss                         14,417,786 15,725,713 [2]  
Net cash used in operating activities                         15,286,494 (8,681,916) [2]  
Investing activities                         (1,444,823) 732,332 [2]  
Financing activities                         $ (1,197,648) (5,767,020) [2]  
Expected Volatility, Minimum   39.84%                     39.84%    
Expected Volatility, Maximum   43.74%                     43.74%    
Expected Dividend Yield   0.00%                     0.00%    
Exercise Price                          
Stock price at grant date   6.55                     6.55    
Weighted Average Fair Value   $ 5.73                     $ 5.73    
Fair value of awards granted $ 2,696,053                            
Shares forfeited 466,573                       77,261    
Safeguarding assets                         $ 1,983,116 5,787,354  
Safeguarding liabilities                         1,983,116 5,787,354  
Cash                         48,516,765 62,798,729 [1]  
Working capital deficit                         70,500,000    
Net capital deficit                         36,200,000    
Net cash provided by investing activities                         1,444,823 (732,332) [2]  
Net cash used in financing activities                         1,197,648 5,767,020 [2]  
Accounts Receivable, Allowance for Credit Loss                         187,462 117,195
Advertising and promotion costs                         784,818 618,661  
Outstanding balance of convertible bond                         10,000,000 10,000,000  
Fair value of awards granted                         32,790,450    
Other assets                         $ 2,000,000.0 $ 5,800,000  
Seamless Group Inc [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]                              
Product Information [Line Items]                              
Concentration Risk, Percentage                         53.00% 71.00%  
Seamless Group Inc [Member] | Convertible Debt Securities [Member]                              
Product Information [Line Items]                              
Convertible shares                         1,532,798 1,532,798  
Seamless Group Inc [Member] | Convertible Bond [Member]                              
Product Information [Line Items]                              
Outstanding balance of convertible bond                         $ 10,000,000 $ 10,000,000  
Seamless Group Inc [Member] | Computer Software, Intangible Asset [Member]                              
Product Information [Line Items]                              
Intangible assets amortized period                         5 years    
Seamless Group Inc [Member] | Developed Technology Rights [Member]                              
Product Information [Line Items]                              
Intangible assets amortized period                         7 years    
Seamless Group Inc [Member] | Trademarks and Trade Names [Member]                              
Product Information [Line Items]                              
Intangible assets amortized period                         10 years    
Seamless Group Inc [Member] | Minimum [Member]                              
Product Information [Line Items]                              
Expected Time to Liquidity   11 months 1 day                     11 months 1 day    
Seamless Group Inc [Member] | Maximum [Member]                              
Product Information [Line Items]                              
Expected Time to Liquidity   2 years 11 months 1 day                     2 years 11 months 1 day    
Seamless Group Inc [Member] | 2018 Equity Incentive Plan [Member]                              
Product Information [Line Items]                              
Share-based compensation exercisable, options grants in priod       2,591,543                      
Share-based compensation exercisable, weighted average exercise price       $ 12.87                      
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross       978,397                      
Seamless Group Inc [Member] | 2022 Equity Incentive Plan [Member]                              
Product Information [Line Items]                              
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Other     5,803,000                        
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
[2] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Initial public offering (Details Narrative) - USD ($)
Nov. 23, 2021
Sep. 30, 2024
Aug. 30, 2024
Dec. 31, 2023
Aug. 18, 2023
Sale of stock price per share     $ 10.00    
Warrant exercise price per share   $ 0.01      
InFint Acquisition Corporation [Member]          
Underwriting fees $ 2,499,985        
Deferred underwriting commissions 5,999,964        
Sale of stock consideration on transaction, fair value 268,617        
Other offering cost $ 582,540        
Warrant exercise price per share $ 11.50     $ 0.01  
Common Class A [Member] | InFint Acquisition Corporation [Member]          
Sale of stock price per share       12.00 $ 10.94
IPO [Member] | InFint Acquisition Corporation [Member]          
Sale of stock price per share $ 10.15     $ 10.15  
Proceeds from initial public offering $ 202,998,782        
IPO [Member] | Common Class A [Member]          
Number of shares issued 17,391,200        
Sale of stock price per share $ 10.00        
Proceeds from initial public offering $ 199,998,800        
IPO [Member] | Common Class A [Member] | InFint Acquisition Corporation [Member]          
Number of shares issued 19,999,880        
Sale of stock price per share $ 10.00        
Proceeds from initial public offering $ 199,998,800        
Offering costs 9,351,106        
Underwriting fees 2,499,985        
Deferred underwriting commissions 5,999,964        
Sale of stock consideration on transaction, fair value 268,617        
Other offering cost $ 582,540        
v3.25.0.1
Private placement (Details Narrative) - USD ($)
Nov. 23, 2021
Sep. 30, 2024
Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]      
Warrants price per share   $ 0.01  
InFint Acquisition Corporation [Member]      
Subsidiary, Sale of Stock [Line Items]      
Warrants price per share $ 11.50   $ 0.01
Private Placement Warrants [Member]      
Subsidiary, Sale of Stock [Line Items]      
Proceeds from warrants gross $ 202,998,782    
Private Placement Warrants [Member] | InFint Acquisition Corporation [Member]      
Subsidiary, Sale of Stock [Line Items]      
Warrants issued, shares 7,796,842    
Warrants price per share $ 1.00    
Proceeds from warrants gross $ 7,796,842    
v3.25.0.1
Related party transactions (Details Narrative)
 3 Months Ended 9 Months Ended 12 Months Ended
Aug. 30, 2024
$ / shares
shares
Sep. 13, 2023
USD ($)
May 01, 2023
USD ($)
Nov. 23, 2021
USD ($)
$ / shares
shares
Apr. 20, 2021
USD ($)
Sep. 30, 2024
USD ($)
$ / shares
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
$ / shares
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Integer
$ / shares
shares
Dec. 31, 2022
USD ($)
shares
Mar. 06, 2024
USD ($)
Feb. 16, 2024
$ / shares
Aug. 18, 2023
$ / shares
Sep. 12, 2022
USD ($)
Mar. 11, 2022
USD ($)
Sep. 14, 2018
USD ($)
Common stock, shares, issued | shares 46,527,999                                
Common stock value issued [1]           $ 4,653   $ 4,653   $ 3,398              
Sale of stock price per share | $ / shares $ 10.00                                
Warrants exercise per share | $ / shares           $ 0.01   $ 0.01                  
Number of shares issued, value           $ 24,350,001                      
Working capital           (54,100,000)   $ (54,100,000)                  
Revenue           11,259,716 $ 12,736,547 35,370,503 $ 39,901,966                
Gain (loss) from litigation settlement               632,700,000 450,600,000                
Interest paid               972,448 1,169,664                
Related Party [Member]                                  
Due to related party           78,469,376   78,469,376   86,488,519              
Other receivables           3,831,195   3,831,195   7,287,376              
Ripple Labs Singapore Pte Ltd [Member]                                  
Working capital                               $ 50,000,000  
Line of credit                             $ 5,000,000    
Tranglo [Member]                                  
Deposits           2,200,000   2,200,000   2,000,000.0              
Revenue               700,000 1,400,000                
Tranglo [Member] | Maximum [Member]                                  
Deposits           50,000,000.0   50,000,000.0                  
Ripple Solution [Member]                                  
Due to related party           632,700,000 $ 554,800,000 632,700,000 554,800,000                
Related party transaction amounts of transaction               204,200,000 384,000,000                
GEA Limited [Member]                                  
Due to related party           $ 10,326,867   10,326,867                
Related party transaction amounts of transaction               104,200,000                
Ripple [Member]                                  
Interest paid               $ 303,677 $ 609,058                
Private Placement [Member]                                  
Number of shares issued | shares 136,110                                
Common Class B [Member] | EF Hutton [Member]                                  
Number of shares issued | shares       69,999                          
Common Class B [Member] | Jones Trading [Member]                                  
Number of shares issued | shares       30,000                          
Common Class A [Member] | IPO [Member]                                  
Number of shares issued | shares       17,391,200                          
Sale of stock price per share | $ / shares       $ 10.00                          
Proceeds from offering       $ 199,998,800                          
Common Class A [Member] | Private Placement [Member]                                  
Sale of stock price per share | $ / shares       $ 1.00                          
Proceeds from offering       $ 7,796,842                          
InFint Acquisition Corporation [Member]                                  
Interest rate                   50.00%              
Proceeds from note payable related party                   $ 325,000            
Debt conversion, converted instrument, amount   $ 1.00 $ 1.00                            
Warrants exercise per share | $ / shares       $ 11.50           $ 0.01              
Debt instrument, issued, principal   $ 400,000 $ 150,000                            
Unborrowed working Capital Loans                   $ 325,000            
Working capital                   4,516,047              
InFint Acquisition Corporation [Member] | Subsequent Event [Member]                                  
Debt principal amount                       $ 500,000          
InFint Acquisition Corporation [Member] | Administrative Service Agreement [Member]                                  
Payment for Administrative Fees                   10,000              
Administrative services fee                   120,000 120,000            
Reimbursed cost                   $ 88,395 167,618            
InFint Acquisition Corporation [Member] | IPO [Member]                                  
Sale of stock price per share | $ / shares       $ 10.15           $ 10.15              
Proceeds from offering       $ 202,998,782                          
InFint Acquisition Corporation [Member] | IPO [Member] | Promissory Note [Member]                                  
Proceeds from offering         $ 696,875                        
Proceeds from note payable related party         $ 338,038                        
Debt maturity date         Dec. 10, 2021                        
InFint Acquisition Corporation [Member] | IPO [Member] | Sponsor [Member] | Promissory Note [Member]                                  
Debt principal amount         $ 400,000                        
Interest rate         0.01%                        
InFint Acquisition Corporation [Member] | IPO [Member] | Related Party [Member]                                  
Due to related party                   $ 0 $ 0            
InFint Acquisition Corporation [Member] | Affiliate Sponsor [Member]                                  
Debt conversion, converted instrument, amount                   $ 1,500,000              
InFint Acquisition Corporation [Member] | Affiliate Sponsor [Member] | Private Placement [Member]                                  
Warrants exercise per share | $ / shares                   $ 1.00              
InFint Acquisition Corporation [Member] | Common Class B [Member]                                  
Common stock, shares, issued | shares                   5,833,083 5,833,083            
Common stock value issued                   $ 583 $ 583            
Number of shares issued | shares       99,999                          
Percentage of issued and outstanding shares                   22.58% 22.58%            
Number of shares issued, value       $ 268,617                          
Offering cost       2.87%                          
Stock issuance, cost       $ 9,351,106                          
InFint Acquisition Corporation [Member] | Common Class B [Member] | Sponsor [Member]                                  
Common stock value issued                   $ 25,100 $ 25,100            
Number of shares issued | shares                     5,733,084            
InFint Acquisition Corporation [Member] | Common Class B [Member] | EF Hutton [Member]                                  
Number of shares issued | shares                   69,999 69,999            
InFint Acquisition Corporation [Member] | Common Class B [Member] | Jones Trading [Member]                                  
Number of shares issued | shares                   30,000 30,000            
InFint Acquisition Corporation [Member] | Common Class A [Member]                                  
Common stock, shares, issued | shares                   0 0            
Common stock value issued                              
Sale of stock price per share | $ / shares                   $ 12.00       $ 10.94      
InFint Acquisition Corporation [Member] | Common Class A [Member] | Subsequent Event [Member]                                  
Sale of stock price per share | $ / shares                         $ 11.36        
InFint Acquisition Corporation [Member] | Common Class A [Member] | IPO [Member]                                  
Number of shares issued | shares       19,999,880                          
Sale of stock price per share | $ / shares       $ 10.00                          
Proceeds from offering       $ 199,998,800                          
Stock issuance, cost       $ 9,351,106                          
InFint Acquisition Corporation [Member] | Common Class A [Member] | Affiliate Sponsor [Member]                                  
Ordinary shares trading days | Integer                   20              
Seamless Group Inc [Member]                                  
Common stock, shares, issued | shares                   58,030,000 58,030,000            
Common stock value issued                   $ 58,030 $ 58,030 [2]            
Debt principal amount                                 $ 7,500,000
Debt conversion, converted instrument, amount                                
Revenue                   53,255,361 55,500,917            
Gain (loss) from litigation settlement                   594,400,000 253,300,000            
Interest paid                   1,819,174 1,351,939 [3]            
Other receivables                   26,000,000              
Seamless Group Inc [Member] | Related Party [Member]                                  
Due to related party                   86,488,519 83,757,317            
Other receivables                   7,287,376 4,483,228            
Seamless Group Inc [Member] | Ripple Labs Singapore Pte Ltd [Member]                                  
Working capital                               $ 50,000,000  
Line of credit                             $ 5,000,000    
Seamless Group Inc [Member] | Tranglo [Member]                                  
Deposits                   2,000,000.0 3,300,000            
Revenue                   1,800,000 2,600,000            
Seamless Group Inc [Member] | Tranglo [Member] | Maximum [Member]                                  
Deposits                   50,000,000.0              
Seamless Group Inc [Member] | Ripple Solution [Member]                                  
Due to related party                   698,600,000 738,600,000            
Related party transaction amounts of transaction                   475,300,000 721,100,000            
Seamless Group Inc [Member] | GEA Limited [Member]                                  
Deposits                   2,500,000 2,500,000            
Related party transaction amounts of transaction                   104,200,000 485,300,000            
Seamless Group Inc [Member] | Ripple [Member]                                  
Interest paid                   $ 812,473 $ 191,245            
[1] Retrospectively restated to reflect Reverse Recapitalization - see Note 2.
[2] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
[3] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Commitments and contingencies (Details Narrative) - USD ($)
Aug. 17, 2024
Nov. 23, 2021
Aug. 30, 2024
Loss Contingencies [Line Items]      
Shares held by the sponsor     2,100,000
Ripple Labs Singapore Pte Ltd [Member]      
Loss Contingencies [Line Items]      
Demanding payment $ 27,257,540.64    
Underwriting Agreement [Member]      
Loss Contingencies [Line Items]      
Percentage of underwriting discount   0.50%  
Percent of underwriting deferred fee   3.00%  
Underwriters Agreement [Member] | Deferred Fee [Member]      
Loss Contingencies [Line Items]      
Proceeds from issuance initial public offering gross   $ 5,999,964  
InFint Acquisition Corporation [Member] | Underwriting Agreement [Member]      
Loss Contingencies [Line Items]      
Percentage of underwriting discount   0.50%  
Percent of underwriting deferred fee   3.00%  
InFint Acquisition Corporation [Member] | Underwriters Agreement [Member] | Deferred Fee [Member]      
Loss Contingencies [Line Items]      
Proceeds from issuance initial public offering gross   $ 5,999,964  
Over-Allotment Option [Member] | InFint Acquisition Corporation [Member]      
Loss Contingencies [Line Items]      
Number of shares issued   2,608,680  
IPO [Member] | Underwriting Agreement [Member]      
Loss Contingencies [Line Items]      
Percentage of underwriting discount   1.25%  
Proceeds from issuance initial public offering gross   $ 2,499,985  
IPO [Member] | InFint Acquisition Corporation [Member]      
Loss Contingencies [Line Items]      
Proceeds from issuance initial public offering gross   $ 202,998,782  
IPO [Member] | InFint Acquisition Corporation [Member] | Underwriting Agreement [Member]      
Loss Contingencies [Line Items]      
Percentage of underwriting discount   1.25%  
Proceeds from issuance initial public offering gross   $ 2,499,985  
v3.25.0.1
Shareholders’ Deficit (Details Narrative) - USD ($)
 9 Months Ended 12 Months Ended
Nov. 23, 2021
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Aug. 30, 2024
Class of Stock [Line Items]          
Ordinary shares, shares authorized     555,000,000    
Ordinary shares, par value     $ 0.0001    
Ordinary shares, shares issued         46,527,999
Ordinary shares, shares outstanding   46,527,999 33,980,753   46,527,999
Warrant exercise price per share   $ 0.01      
Shares issued price per share   $ 18.00      
Sale of stock description   In addition, if (x) the Company issues additional ordinary share or equity-linked securities in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.      
Warrants outstanding   $ 0      
Private Placement Warrants [Member]          
Class of Stock [Line Items]          
Warrants issues   1,500,000      
Common Class B [Member] | EF Hutton [Member]          
Class of Stock [Line Items]          
Number of shares issued 69,999        
Common Class B [Member] | Jones Trading [Member]          
Class of Stock [Line Items]          
Number of shares issued 30,000        
InFint Acquisition Corporation [Member]          
Class of Stock [Line Items]          
Preferred shares, shares authorized     5,000,000 5,000,000  
Preferred shares, par value     $ 0.0001 $ 0.0001  
Class A ordinary shares subject to possible redemption, shares     7,408,425 19,999,880  
Warrant exercise price per share $ 11.50   $ 0.01    
Shares issued price per share     $ 18.00    
Sale of stock description     In addition, if (x) the Company issues additional Class A ordinary share or equity-linked securities in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.    
InFint Acquisition Corporation [Member] | Private Placement Warrants [Member]          
Class of Stock [Line Items]          
Warrant exercise price per share $ 1.00        
Warrants issues     1,500,000    
Warrants outstanding     $ 7,796,842 $ 7,796,842  
InFint Acquisition Corporation [Member] | Public Warrants [Member]          
Class of Stock [Line Items]          
Warrants outstanding     $ 9,999,940 $ 9,999,940  
InFint Acquisition Corporation [Member] | Common Class A [Member]          
Class of Stock [Line Items]          
Ordinary shares, shares authorized     500,000,000 500,000,000  
Ordinary shares, par value     $ 0.0001 $ 0.0001  
Ordinary shares, shares issued     0 0  
Ordinary shares, shares outstanding     0 0  
Class A ordinary shares subject to possible redemption, shares     7,408,425 19,999,880  
InFint Acquisition Corporation [Member] | Common Class B [Member]          
Class of Stock [Line Items]          
Ordinary shares, shares authorized     50,000,000 50,000,000  
Ordinary shares, par value     $ 0.0001 $ 0.0001  
Ordinary shares, shares issued     5,833,083 5,833,083  
Ordinary shares, shares outstanding     5,833,083 5,833,083  
Common Stock, Voting Rights       Holders of the Company’s Class B ordinary shares are entitled to one vote for each share.  
Number of shares issued 99,999        
Percentage of issued and outstanding shares     22.58% 22.58%  
InFint Acquisition Corporation [Member] | Common Class B [Member] | Representative [Member]          
Class of Stock [Line Items]          
Number of shares issued       99,999  
InFint Acquisition Corporation [Member] | Common Class B [Member] | EF Hutton [Member]          
Class of Stock [Line Items]          
Number of shares issued     69,999 69,999  
InFint Acquisition Corporation [Member] | Common Class B [Member] | Jones Trading [Member]          
Class of Stock [Line Items]          
Number of shares issued     30,000 30,000  
InFint Acquisition Corporation [Member] | Common Class B [Member] | Sponsor [Member]          
Class of Stock [Line Items]          
Number of shares issued       5,733,084  
v3.25.0.1
Initial business combination (Details Narrative)
Dec. 31, 2023
$ / shares
Seamless Group Inc [Member] | InFint Acquisition Corporation [Member]  
Business Acquisition [Line Items]  
Share price $ 10.00
v3.25.0.1
Schedule of principal subsidiaries (Details)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Seamless Group Inc [Member]    
Place of incorporation Cayman Islands  
Principal activities Investment holding  
Seamless Group Inc [Member] | Directly [Member]    
Percentage of ownership 100.00%  
Dynamic Investment Holdings Limited [Member]    
Place of incorporation Cayman Islands  
Principal activities Investment holding  
Dynamic Investment Holdings Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   Cayman Islands
Principal activities   Investment holding
Dynamic Investment Holdings Limited [Member] | Directly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
Dynamic Investment Holdings Limited [Member] | Indirectly [Member]    
Percentage of ownership 100.00%  
Bagus Fintech Pte. Ltd. [Member]    
Place of incorporation Singapore  
Principal activities Providing business center services  
Bagus Fintech Pte. Ltd. [Member] | Indirectly [Member]    
Percentage of ownership 100.00%  
PT Tranglo Indonesia [Member]    
Place of incorporation Indonesia  
Principal activities Operating money remittance business  
PT Tranglo Indonesia [Member] | Seamless Group Inc [Member]    
Place of incorporation   Indonesia
Principal activities   Operating money remittance business
PT Tranglo Indonesia [Member] | Indirectly [Member]    
Percentage of ownership 60.00%  
PT Tranglo Indonesia [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   60.00%
PT Tranglo Solusindo [Member]    
Place of incorporation Indonesia  
Principal activities Providing and sourcing airtime and other related services  
PT Tranglo Solusindo [Member] | Seamless Group Inc [Member]    
Place of incorporation   Indonesia
Principal activities   Providing and sourcing airtime and other related services
PT Tranglo Solusindo [Member] | Indirectly [Member]    
Percentage of ownership 60.00%  
PT Tranglo Solusindo [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   60.00%
Tranglo MEA Limited [Member]    
Place of incorporation Hong Kong  
Principal activities Providing and sourcing airtime and other related services  
Tranglo MEA Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   Hong Kong
Principal activities   Providing and sourcing airtime and other related services
Tranglo MEA Limited [Member] | Indirectly [Member]    
Percentage of ownership 60.00%  
Tranglo MEA Limited [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   60.00%
Tranglo Europe Ltd [Member]    
Place of incorporation United Kingdom  
Principal activities Operating money remittance business  
Tranglo Europe Ltd [Member] | Indirectly [Member]    
Percentage of ownership 60.00%  
Tranglo Pte. Ltd. [Member]    
Place of incorporation Singapore  
Principal activities Operating money remittance business  
Tranglo Pte. Ltd. [Member] | Indirectly [Member]    
Percentage of ownership 60.00%  
Tik F X Malaysia Sdn. Bhd. [Member]    
Place of incorporation Malaysia  
Principal activities Dormant  
Tik F X Malaysia Sdn. Bhd. [Member] | Indirectly [Member]    
Percentage of ownership 60.00%  
Treatsup Sdn. Bhd. [Member]    
Place of incorporation Malaysia  
Principal activities Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application  
Treatsup Sdn. Bhd. [Member] | Indirectly [Member]    
Percentage of ownership 60.00%  
Dynamic Indonesia Holdings Limited [Member]    
Place of incorporation Cayman Islands  
Principal activities Investment holding  
Dynamic Indonesia Holdings Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   Cayman Islands
Principal activities   Investment holding
Dynamic Indonesia Holdings Limited [Member] | Indirectly [Member]    
Percentage of ownership 100.00%  
Dynamic Indonesia Holdings Limited [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   59.20%
Dynamic Indonesia Pte. Ltd. [Member]    
Place of incorporation Singapore  
Principal activities Retail sales via the internet and development of other software and programming activities  
Dynamic Indonesia Pte. Ltd. [Member] | Indirectly [Member]    
Percentage of ownership 82.00%  
P T Dynamic Wallet Indonesia [Member]    
Place of incorporation Indonesia  
Principal activities Business operations have not commenced  
P T Dynamic Wallet Indonesia [Member] | Indirectly [Member]    
Percentage of ownership 82.20%  
P T WalletKu Indompet Indonesia [Member]    
Place of incorporation Indonesia  
Principal activities (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher  
P T WalletKu Indompet Indonesia [Member] | Seamless Group Inc [Member]    
Place of incorporation   Indonesia
Principal activities   (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher
P T WalletKu Indompet Indonesia [Member] | Indirectly [Member]    
Percentage of ownership 82.20%  
P T WalletKu Indompet Indonesia [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   49.90%
Dynamic (Asia) Group Inc. [Member] | Seamless Group Inc [Member]    
Place of incorporation   British Virgin Islands
Principal activities   Investment holding
Dynamic (Asia) Group Inc. [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
TNG (Asia) Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   Hong Kong
Principal activities   Provision of mobile electronic wallet
TNG (Asia) Limited [Member] | Directly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
Tranglo Sdn. Bhd. [Member] | Seamless Group Inc [Member]    
Place of incorporation   Malaysia
Principal activities   Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services
Tranglo Sdn. Bhd. [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   60.00%
Future Network Technology Investment Co Ltd [Member] | Seamless Group Inc [Member]    
Place of incorporation   Taiwan
Principal activities   Investment holding
Future Network Technology Investment Co Ltd [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
GEA Holdings Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   Cayman Islands
Principal activities   Investment holding
GEA Holdings Limited [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
GEA Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   Hong Kong
Principal activities   Operating a global fund transfer platform for financial institutions, e-wallet operators and other participants
GEA Limited [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
GEA Pte Ltd. [Member] | Seamless Group Inc [Member]    
Place of incorporation   Singapore
Principal activities   Transaction and payment processing services
GEA Pte Ltd. [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
Bagus Fintech Pte Ltd [Member] | Seamless Group Inc [Member]    
Place of incorporation   Singapore
Principal activities   Providing business center services
Bagus Fintech Pte Ltd [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
Dynamic (Asia) Holdings Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   Cayman Islands
Principal activities   Investment holding
Dynamic (Asia) Holdings Limited [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
Dynamic FinTech Group (HK) Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   Hong Kong
Principal activities   Provision of corporate governance consultancy, management and advisory services
Dynamic FinTech Group (HK) Limited [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
Tranglo Holdings Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   Cayman Islands
Principal activities   Investment holding
Tranglo Holdings Limited [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
The WSF Group Holdings Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   British Virgin Islands
Principal activities   Investment holding
The WSF Group Holdings Limited [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
The Wall Street Factory Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   Hong Kong
Principal activities   Providing business center services
The Wall Street Factory Limited [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
Bagus Financial Services Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   Hong Kong
Principal activities   Provision of IR services and PR function events
Bagus Financial Services Limited [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   100.00%
Tranglo Europe Limited [Member] | Seamless Group Inc [Member]    
Place of incorporation   United Kingdom
Principal activities   Operating money remittance business
Tranglo Europe Limited [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   60.00%
Tranglo Pte Ltd [Member] | Seamless Group Inc [Member]    
Place of incorporation   Singapore
Principal activities   Operating money remittance business
Tranglo Pte Ltd [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   60.00%
Tik FX Malaysia Sdn. Bhd. [Member] | Seamless Group Inc [Member]    
Place of incorporation   Malaysia
Principal activities   Dormant
Tik FX Malaysia Sdn. Bhd. [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   60.00%
Treatsup Sdn. Bhd. [Member] | Seamless Group Inc [Member]    
Place of incorporation   Malaysia
Principal activities   Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application
Treatsup Sdn. Bhd. [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   60.00%
Dynamic Indonesia Pte Ltd [Member] | Seamless Group Inc [Member]    
Place of incorporation   Singapore
Principal activities   Retail sales via the internet and development of other software and programming activities
Dynamic Indonesia Pte Ltd [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   49.80%
PTTNG Wallet Indonesia [Member] | Seamless Group Inc [Member]    
Place of incorporation   Indonesia
Principal activities   Business operations have not commenced
PTTNG Wallet Indonesia [Member] | Indirectly [Member] | Seamless Group Inc [Member]    
Percentage of ownership   49.90%
v3.25.0.1
Schedule of basic and diluted net loss per ordinary shares (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Subsequent Events [Abstract]        
Net loss $ (4,961,006) $ (3,830,445) $ (11,810,167) $ (10,911,259)
Diluted weighted average common shares [1] 38,163,168 33,980,753 35,374,891 33,980,753
Basic net income (loss) per ordinary share [1] $ (0.13) $ (0.11) $ (0.33) $ (0.32)
Diluted net income (loss) per ordinary share [1] $ (0.13) $ (0.11) $ (0.33) $ (0.32)
[1] Retrospectively restated to reflect Reverse Recapitalization - see Note 2.
v3.25.0.1
Schedule of computation of diluted loss per share (Details) - shares
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Warrant [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Convertible bonds (treasury stock method) 17,932,892
Convertible Debt Securities [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Convertible bonds (treasury stock method) 204,167 2,736,287
v3.25.0.1
Schedule of financial liability reported at fair value and measured on a recurring basis (Details)
Sep. 30, 2024
USD ($)
Platform Operator, Crypto Asset [Line Items]  
Convertible Note $ 1,750,000
Fair Value, Inputs, Level 1 [Member]  
Platform Operator, Crypto Asset [Line Items]  
Convertible Note
Fair Value, Inputs, Level 2 [Member]  
Platform Operator, Crypto Asset [Line Items]  
Convertible Note
Fair Value, Inputs, Level 3 [Member]  
Platform Operator, Crypto Asset [Line Items]  
Convertible Note $ 1,750,000
v3.25.0.1
Schedule of assumptions used in determining the fair value convertible note (Details)
 9 Months Ended
Sep. 30, 2024
Integer
Measurement Input, Risk Free Interest Rate [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Debt instrument, measurement input 3.81
Measurement Input, Price Volatility [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Debt instrument, measurement input 37.42
Measurement Input, Expected Term [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Debt instrument term 1 year 4 months 24 days
v3.25.0.1
Subsequent events (Details Narrative) - USD ($)
Aug. 30, 2024
Feb. 16, 2024
Aug. 18, 2023
Mar. 06, 2024
Dec. 31, 2023
Subsequent Event [Line Items]          
Redeem per shares price $ 10.00        
Redeem shares issued, amount $ 54,800,000        
Subsequent Event [Member] | InFint Acquisition Corporation [Member]          
Subsequent Event [Line Items]          
Principal amount       $ 500,000  
Common Class A [Member] | InFint Acquisition Corporation [Member]          
Subsequent Event [Line Items]          
Redeem shares issued     2,176,003    
Redeem per shares price     $ 10.94   $ 12.00
Redeem shares issued, amount     $ 23,800,000    
Redeem shares issued, trust amount     $ 81,100,000    
Common Class A [Member] | Subsequent Event [Member] | InFint Acquisition Corporation [Member]          
Subsequent Event [Line Items]          
Redeem shares issued   2,661,404      
Redeem per shares price   $ 11.36      
Redeem shares issued, amount   $ 30,260,000      
Redeem shares issued, trust amount   $ 53,970,000      
v3.25.0.1
Schedule of ordinary shares issued and outstanding (Details) - shares
Sep. 30, 2024
Aug. 30, 2024
Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]      
Total shares issued   46,527,999  
Total shares outstanding 46,527,999 46,527,999 33,980,753
Exchange Consideration Shares [Member]      
Subsidiary, Sale of Stock [Line Items]      
Total shares issued   40,000,000  
Total shares outstanding   40,000,000  
Public Shares [Member]      
Subsidiary, Sale of Stock [Line Items]      
Total shares issued   94,916  
Total shares outstanding   94,916  
Sponsor Shares [Member]      
Subsidiary, Sale of Stock [Line Items]      
Total shares issued   4,483,026  
Total shares outstanding   4,483,026  
Other Converted Shares [Member]      
Subsidiary, Sale of Stock [Line Items]      
Total shares issued   1,250,058  
Total shares outstanding   1,250,058  
Representative Shares [Member]      
Subsidiary, Sale of Stock [Line Items]      
Total shares issued   99,999  
Total shares outstanding   99,999  
Vendor Shares [Member]      
Subsidiary, Sale of Stock [Line Items]      
Total shares issued   200,000  
Total shares outstanding   200,000  
P I P E Commitment Shares [Member]      
Subsidiary, Sale of Stock [Line Items]      
Total shares issued   400,000  
Total shares outstanding   400,000  
v3.25.0.1
Schedule other intangible assets (Details)
Aug. 30, 2024
USD ($)
Restructuring Cost and Reserve [Line Items]  
Cash overdraft $ (187)
Accrued expenses (5,364,533)
Deferred underwriter fee payable (5,699,964)
Net liabilities assumed (12,168,598)
Sponsor [Member]  
Restructuring Cost and Reserve [Line Items]  
Accrued expenses (278,623) [1]
Promissory note (325,000)
Seamless [Member]  
Restructuring Cost and Reserve [Line Items]  
Promissory note $ (500,291) [2]
[1] Converted into new promissory note - Sponsor upon the Closing of the Business Combination.
[2] Eliminates against the corresponding receivable reflected by Seamless.
v3.25.0.1
Reverse recapitalization and related transactions (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
Aug. 30, 2024
Sep. 30, 2024
Dec. 31, 2023
Common stock, shares, outstanding 46,527,999 46,527,999 33,980,753
Shares issued price per share   $ 18.00  
Trust account $ 56,000    
Redemption right value 54,800    
Business combination outstanding fees 800    
Deferred underwriting fees 300    
Debt instrument, periodic payment, principal 1,750    
Proceeds from short-term debt 800    
Director And Officers [Member]      
insurance premium 500    
Outstanding fees and expenses $ 400    
P I P E Financing Investor [Member]      
Ordinary shares 46,527,999    
Class of warrant or right, outstanding 17,932,892    
Promissory Note [Member] | EF Hutton [Member]      
Ordinary shares 200,000    
Aggregate amount $ 9,500    
Exchange Consideration Shares [Member]      
Common stock, shares, outstanding 40,000,000    
Sponsor Shares [Member]      
Common stock, shares, outstanding 4,483,026    
Sponsor Shares [Member] | Common Class B [Member]      
Converted shares 4,483,026    
Other Converted Shares [Member]      
Common stock, shares, outstanding 1,250,058    
Other Converted Shares [Member] | Common Class B [Member]      
Converted shares 1,250,058    
Representative Shares [Member]      
Common stock, shares, outstanding 99,999    
Representative Shares [Member] | Common Class B [Member]      
Converted shares 99,999    
Private Placement [Member]      
Ordinary shares 136,110    
Proceeds from issuance or sale of equity $ 1,750    
P I P E Investor [Member]      
Ordinary shares 400,000    
Promissory notes $ 1,940    
Public Shares [Member]      
Common stock, shares, outstanding 94,916    
Private Warrants [Member]      
Class of warrant or right, outstanding 7,796,842    
Public Warrants [Member]      
Class of warrant or right, outstanding 9,999,880 9,999,940 7,796,842
Put Option [Member] | Seamless Group Inc [Member]      
Option indexed to issuer's equity, shares 772,970    
Equity method investment, ownership percentage 79.00%    
Seamless Group Inc [Member]      
Common stock, shares, outstanding 58,030,000    
Stock issued during period, shares, conversion of units 2,736,287    
Share issued for service 290,000    
Stock repurchased during period, shares 6,153,926    
Shares outstanding 61,478,331    
Seamless Group Inc [Member] | Exchange Consideration Shares [Member]      
Ordinary shares 40,000,000    
Shares issued price per share $ 10.00    
Seamless Group Inc [Member] | Employee Share Incentive Plan [Member]      
Ordinary shares 5,803,000    
v3.25.0.1
Schedule of goodwill (Details) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2022
Balance $ 27,001,383    
Goodwill impairment (1,657)  
Balance 26,999,726    
Seamless Group Inc [Member]      
Balance $ 27,001,383 $ 27,001,383 [1] $ 19,229,528
Balance [1]     27,001,383
Goodwill from acquisition     $ 7,771,855
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Schedule of Goodwill Reportable Segments (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Indefinite-Lived Intangible Assets [Line Items]    
Goodwill $ 26,999,726 $ 27,001,383
Remittance Services Expense [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Goodwill 12,919,935 12,921,592
Sales of Airtime [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Goodwill $ 14,079,791 $ 14,079,791
v3.25.0.1
Schedule of borrowings (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Short-term borrowings [1] $ 20,137,666 $ 8,772,710  
Long-term borrowings [2] 11,538,357  
Less: current maturities (9,031,383)  
Non-current maturities 2,506,974  
Long-term borrowings $ 20,137,666    
Seamless Group Inc [Member]      
Short-term borrowings [3]   8,772,710 $ 8,978,390
Less: current maturities   (9,031,383) (4,426,000)
Non-current maturities   2,506,974 7,879,279
Long-term borrowings [4]   $ 11,538,357 $ 12,305,279
[1] As of September 30, 2024 and December 31, 2023, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from Nil to 24.0% and 15.0% to 24.0% per annum, respectively. As of September 30, 2024 and December 31, 2023, the weighted average interest rate of these borrowings was 13.7% and 22.6% per annum, respectively. The borrowings are denominated in Hong Kong Dollar (“HK$”) and United States Dollar (“US$”).
[2] As of December 31, 2023, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0% to 24.0% per annum, respectively. As of December 31, 2023, the weighted average interest rate of these borrowings was 13.1% per annum. The borrowings are denominated in HK$ and US$.
[3] As of December 31, 2023 and 2022, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from 15.0% to 24.0% and 15.0% to 24.0% per annum, respectively. As of December 31, 2023 and 2022, the weighted average interest rate of these borrowings was 22.6% and 22.4% per annum, respectively. The borrowings are denominated in HK$ and US$.
[4] As of December 31, 2023 and 2022, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0% to 24.0% and 2.5% to 24.0% per annum, respectively. As of December 31, 2023 and 2022, the weighted average interest rate of these borrowings was 13.1% and 15.5% per annum, respectively. The borrowings are denominated in HK$ and US$.
v3.25.0.1
Schedule of borrowings (Details) (Parenthetical)
$ in Thousands, $ in Millions
 9 Months Ended 12 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2024
HKD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2023
HKD ($)
Dec. 31, 2022
Chief Executive Officer [Member] | Seamless Group Inc [Member]          
Loan assumed     $ 600 $ 4.7  
Mr Takis Wong [Member] | Seamless Group Inc [Member]          
Debt instrument, interest rate, stated percentage     12.00% 12.00%  
Loan assumed     $ 2,050    
Alexander Kong [Member]          
Debt instrument, interest rate, stated percentage 12.00% 12.00%      
Loan assumed $ 1,600 $ 12.3      
Alexander Kong [Member] | Seamless Group Inc [Member]          
Debt instrument, interest rate, stated percentage     12.00% 12.00%  
Alexander Kong [Member] | Seamless Group Inc [Member] | Loan One [Member]          
Loan assumed     $ 300 $ 2.5  
Alexander Kong [Member] | Seamless Group Inc [Member] | Loan Two [Member]          
Loan assumed     $ 1,300 $ 9.8  
Ronnie Hui [Member]          
Debt instrument, interest rate, stated percentage 12.00% 12.00%      
Loan assumed $ 500 $ 3.6      
Ronnie Hui [Member] | Seamless Group Inc [Member]          
Debt instrument, interest rate, stated percentage     12.00% 12.00%  
Loan assumed     $ 600 $ 3.6  
Short-Term Debt [Member]          
Debt weighted average interest     13.10% 13.10%  
Short-Term Debt [Member] | Seamless Group Inc [Member]          
Debt weighted average interest     13.10% 13.10% 15.50%
Short-Term Debt [Member] | Third Party [Member]          
Debt weighted average interest 13.70% 13.70% 22.60% 22.60%  
Short-Term Debt [Member] | Third Party [Member] | Seamless Group Inc [Member]          
Debt weighted average interest     22.60% 22.60% 22.40%
Short-Term Debt [Member] | Minimum [Member] | Third Party [Member]          
Debt weighted average interest 15.00% 15.00%  
Short-Term Debt [Member] | Minimum [Member] | Third Party [Member] | Seamless Group Inc [Member]          
Debt weighted average interest     15.00% 15.00% 15.00%
Short-Term Debt [Member] | Maximum [Member] | Third Party [Member]          
Debt weighted average interest 24.00% 24.00% 24.00% 24.00%  
Short-Term Debt [Member] | Maximum [Member] | Third Party [Member] | Seamless Group Inc [Member]          
Debt weighted average interest     24.00% 24.00% 24.00%
Long-Term Debt [Member] | Minimum [Member]          
Debt instrument, interest rate, stated percentage     12.00% 12.00%  
Long-Term Debt [Member] | Minimum [Member] | Seamless Group Inc [Member]          
Debt instrument, interest rate, stated percentage     12.00% 12.00% 2.50%
Long-Term Debt [Member] | Maximum [Member]          
Debt instrument, interest rate, stated percentage     24.00% 24.00%  
Long-Term Debt [Member] | Maximum [Member] | Seamless Group Inc [Member]          
Debt instrument, interest rate, stated percentage     24.00% 24.00% 24.00%
v3.25.0.1
Schedule of long term borrowings (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Within one year $ 20,137,666    
Within two years    
Within three years    
Total $ 20,137,666    
Seamless Group Inc [Member]      
Within two years   $ 9,031,383  
Within three years   466,188  
Total [1]   11,538,357 $ 12,305,279
Within four years    
Within five years   $ 2,040,786  
[1] As of December 31, 2023 and 2022, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0% to 24.0% and 2.5% to 24.0% per annum, respectively. As of December 31, 2023 and 2022, the weighted average interest rate of these borrowings was 13.1% and 15.5% per annum, respectively. The borrowings are denominated in HK$ and US$.
v3.25.0.1
Borrowings (Details Narrative)
$ in Millions
 3 Months Ended 9 Months Ended 12 Months Ended
Aug. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2024
HKD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2023
HKD ($)
Dec. 31, 2022
USD ($)
Sep. 13, 2023
USD ($)
Underwriting fees $ 300,000                  
Promissory Notes [Member] | Third Parties [Member]                    
Outstanding balance 5,700,000 $ 8,900,000   $ 8,900,000            
Underwriting fees 3,200,000                  
Promissory Notes [Member] | Related Party [Member]                    
Outstanding balance $ 603,623 603,623   603,623           $ 325,000
Borrowings [Member]                    
Interest expense   $ 3,855,555 $ 695,276 7,682,277   $ 3,850,152        
Borrowings [Member] | Seamless Group Inc [Member]                    
Interest expense             $ 4,655,070   $ 4,591,803  
Alexander Kong [Member]                    
Loan assumed       $ 1,600,000 $ 12.3          
Ownership interest   12.00%   12.00%            
Loans   $ 7,900,000 $ 8,700,000 $ 7,900,000   $ 8,700,000        
Alexander Kong [Member] | Seamless Group Inc [Member]                    
Ownership interest             12.00%      
Loans             $ 8,700,000   $ 9,300,000  
Ronnie Hui [Member]                    
Loan assumed       $ 500,000 $ 3.6          
Ownership interest   12.00%   12.00%            
Ronnie Hui [Member] | Seamless Group Inc [Member]                    
Loan assumed             $ 600,000 $ 3.6    
Ownership interest             12.00%      
v3.25.0.1
Receivable factoring (Details Narrative) - Facility Agreement [Member] - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Interest bearing loans $ 624,227 $ 423,483  
Effective interest rate 9.80% 10.00%  
Weighted average interest rate 9.80%   10.00%
Interest expense $ 44,710 $ 46,460  
v3.25.0.1
Schedule of segment reporting for revenue (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]            
Revenue $ 11,259,716 $ 12,736,547 $ 35,370,503 $ 39,901,966    
Cost of sales (8,124,542) (8,597,348) (24,030,794) (26,692,493)    
Gross Profit 3,135,174 4,139,199 11,339,709 13,209,473    
Seamless Group Inc [Member]            
Segment Reporting Information [Line Items]            
Revenue         $ 53,255,361 $ 55,500,917
Cost of sales         (35,899,057) (39,880,947)
Gross Profit         17,356,304 15,619,970
Remittance Services [Member]            
Segment Reporting Information [Line Items]            
Cost of sales (2,211,516) (2,705,658) (7,743,463) (8,513,348)    
Gross Profit 2,734,369 3,594,658 10,045,000 11,338,213    
Remittance Services [Member] | Seamless Group Inc [Member]            
Segment Reporting Information [Line Items]            
Revenue         26,695,196 26,714,151
Cost of sales         (11,375,525) (13,268,205)
Gross Profit         15,319,671 13,445,946
Fiat Remittance Services [Member]            
Segment Reporting Information [Line Items]            
Revenue 4,754,297 5,890,240 17,038,494 18,878,689    
ODL Remittance Services [Member]            
Segment Reporting Information [Line Items]            
Revenue 191,588 410,076 749,969 972,872    
Sales of Airtime [Member]            
Segment Reporting Information [Line Items]            
Revenue 6,289,988 6,395,893 17,469,080 19,925,467    
Cost of sales (5,817,457) (5,815,033) (16,017,579) (17,954,058)    
Gross Profit 472,531 580,860 1,451,501 1,971,409    
Sales of Airtime [Member] | Seamless Group Inc [Member]            
Segment Reporting Information [Line Items]            
Revenue         26,398,707 28,501,152
Cost of sales         (24,206,112) (26,370,613)
Gross Profit         2,192,595 2,130,539
Other Services [Member]            
Segment Reporting Information [Line Items]            
Revenue 23,843 40,338 112,960 124,938    
Cost of sales (95,569) (76,657) (269,752) (225,087)    
Gross Profit $ (71,726) $ (36,319) $ (156,792) $ (100,149)    
Other Services [Member] | Seamless Group Inc [Member]            
Segment Reporting Information [Line Items]            
Revenue         161,458 285,614
Cost of sales         (317,419) (242,129)
Gross Profit         $ (155,962) $ 43,485
v3.25.0.1
Schedule of purchase price of acquisition (Details) - USD ($)
Jun. 02, 2022
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
 [1]
Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]          
Goodwill   $ 26,999,726 $ 27,001,383    
Seamless Group Inc [Member]          
Restructuring Cost and Reserve [Line Items]          
Goodwill     $ 27,001,383 $ 27,001,383 $ 19,229,528
Dynamic Indonesia Holdings Limited [Member]          
Restructuring Cost and Reserve [Line Items]          
Net assets acquired $ (1,590,634)        
Goodwill 7,851,590        
Non-controlling interests (3,931,441)        
Total 2,329,515        
Cash consideration 200,000        
Fair value of previously held equity interests 2,129,515        
Dynamic Indonesia Holdings Limited [Member] | Seamless Group Inc [Member]          
Restructuring Cost and Reserve [Line Items]          
Cash consideration 200,000        
Fair value of previously held equity interests 2,129,515        
Dynamic Investment Holdings Limited [Member] | Seamless Group Inc [Member]          
Restructuring Cost and Reserve [Line Items]          
Net assets acquired [2] (1,510,899)        
Goodwill [3] 7,771,855        
Non-controlling interests [4] (3,931,441)        
Total $ 2,329,515        
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
[2] Net assets acquired primarily included accounts receivables and other receivables of approximately US$0.6 million, property and equipment of approximately US$0.2 million, operating lease right-of-use assets relating to land use rights of approximately US$0.1 million and other assets of approximately US$1.6 million and liabilities of approximately US$4.1 million as of the date of acquisition.
[3] Goodwill arose on the acquisition from the expected synergies from combining our existing airtime operations with those of Dynamic Indonesia Holdings Limited.
[4] An independent valuation firm was hired by Noble Tack International Limited to value it shares in Dynamic Indonesia at approximately the date of the acquisition. The firm used market approach Price-to-Sales multiple-based methodology to determine the value.
v3.25.0.1
Schedule of related party transactions (Details) - Sino Dynamic Solutions Limited [Member] - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]            
Purchase of intangible assets $ 403,168 $ 1,439,045    
Support and maintenance costs $ 134,957 $ 230,066 $ 606,857 $ 689,184    
Seamless Group Inc [Member]            
Defined Benefit Plan Disclosure [Line Items]            
Purchase of intangible assets         $ 2,551,184
Support and maintenance costs         $ 919,654 $ 919,404
v3.25.0.1
Schedule of related party balances (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Seamless Group Inc [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due from related parties   $ 26,000,000  
Sino Dynamic Solutions Limited [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due from related parties 7,148,208  
Amounts due to related parties 365,210 4,130,912  
Sino Dynamic Solutions Limited [Member] | Seamless Group Inc [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due from related parties   7,148,208 $ 4,382,762
Amounts due to related parties   4,130,912 1,245,564
The Wall Street Factory Limited [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due from related parties 1,923,357  
Dynamic FinTech Group (HK) Limited [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due from related parties 1,231,207  
Others [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due from related parties 676,631 139,168  
Amounts due to related parties 1,793,723 1,003,924  
Others [Member] | Seamless Group Inc [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due from related parties   139,168 100,466
Amounts due to related parties   1,003,924 1,006,991
Related Party [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due from related parties 3,831,195 7,287,376  
Amounts due to related parties 78,469,376 86,488,519  
Related Party [Member] | Seamless Group Inc [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due from related parties   7,287,376 4,483,228
Amounts due to related parties   86,488,519 83,757,317
Regal Planet Limited [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due to related parties 48,461,156 48,654,398  
Regal Planet Limited [Member] | Seamless Group Inc [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due to related parties   48,654,398 49,079,276
GEA Limited [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due to related parties 10,326,867  
Mr Alexander Kong [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due to related parties 1,436,959 114,374  
Mr Alexander Kong [Member] | Seamless Group Inc [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due to related parties   114,374 114,508
Ripple Lab Inc [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due to related parties $ 16,085,461 32,584,911  
Ripple Lab Inc [Member] | Seamless Group Inc [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due to related parties   32,584,911 32,310,978
P T WalletKu Indompet Indonesia [Member] | Seamless Group Inc [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Amounts due from related parties  
v3.25.0.1
Acquisition of dynamic indonesia holdings limited (Details Narrative) - USD ($)
 3 Months Ended
Aug. 30, 2024
Oct. 05, 2023
Jun. 05, 2023
Feb. 03, 2023
Oct. 03, 2022
Jun. 02, 2022
Sep. 30, 2024
Mar. 31, 2021
Purchase of shares, value             $ 24,350,001  
Dynamic Indonesia Holdings Ltd [Member]                
Purchase of shares, value $ 5,353,841              
Dynamic Indonesia Holdings Ltd [Member] | Seamless Group Inc [Member]                
Ownership percentage               51.00%
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Minimum [Member]                
Ownership percentage           49.00%    
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Minimum [Member] | Seamless Group Inc [Member]                
Ownership percentage           49.00%    
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Maximum [Member]                
Ownership percentage           51.00%    
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Maximum [Member] | Seamless Group Inc [Member]                
Ownership percentage           51.00%    
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Five [Member]                
Issuance of share capital (before Business Combination), shares   1,000       5,000    
Purchase of shares, value   $ 200,000            
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Five [Member] | Seamless Group Inc [Member]                
Issuance of share capital (before Business Combination), shares   1,000       5,000    
Purchase of shares, value   $ 200,000            
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Five [Member] | Minimum [Member]                
Ownership percentage   57.00%            
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Five [Member] | Minimum [Member] | Seamless Group Inc [Member]                
Ownership percentage   57.00%            
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Five [Member] | Maximum [Member]                
Ownership percentage   59.00%            
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Five [Member] | Maximum [Member] | Seamless Group Inc [Member]                
Ownership percentage   59.00%            
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche One [Member]                
Issuance of share capital (before Business Combination), shares           1,000    
Purchase of shares, value           $ 200,000    
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Seamless Group Inc [Member]                
Issuance of share capital (before Business Combination), shares           1,000    
Purchase of shares, value           $ 200,000    
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche Two [Member]                
Issuance of share capital (before Business Combination), shares         1,000      
Purchase of shares, value         $ 200,000      
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Seamless Group Inc [Member]                
Issuance of share capital (before Business Combination), shares         1,000      
Purchase of shares, value         $ 200,000      
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Minimum [Member]                
Ownership percentage         51.00%      
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Minimum [Member] | Seamless Group Inc [Member]                
Ownership percentage         51.00%      
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Maximum [Member]                
Ownership percentage         54.00%      
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Maximum [Member] | Seamless Group Inc [Member]                
Ownership percentage         54.00%      
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche Three [Member]                
Issuance of share capital (before Business Combination), shares       1,000        
Purchase of shares, value       $ 200,000        
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Seamless Group Inc [Member]                
Issuance of share capital (before Business Combination), shares       1,000        
Purchase of shares, value       $ 200,000        
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Minimum [Member]                
Ownership percentage       54.00%        
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Minimum [Member] | Seamless Group Inc [Member]                
Ownership percentage       54.00%        
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Maximum [Member]                
Ownership percentage       56.00%        
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Maximum [Member] | Seamless Group Inc [Member]                
Ownership percentage       56.00%        
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Four [Member]                
Issuance of share capital (before Business Combination), shares     1,000          
Purchase of shares, value     $ 200,000          
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Four [Member] | Seamless Group Inc [Member]                
Issuance of share capital (before Business Combination), shares     1,000          
Purchase of shares, value     $ 200,000          
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Four [Member] | Minimum [Member]                
Ownership percentage     56.00%          
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Four [Member] | Minimum [Member] | Seamless Group Inc [Member]                
Ownership percentage     56.00%          
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Four [Member] | Maximum [Member]                
Ownership percentage     57.00%          
Subscription Agreement [Member] | Dynamic Indonesia Holdings Ltd [Member] | Share Based Compensation Award Tranche Four [Member] | Maximum [Member] | Seamless Group Inc [Member]                
Ownership percentage     57.00%          
v3.25.0.1
Convertible bonds and notes (Details Narrative) - USD ($)
 1 Months Ended 9 Months Ended
Sep. 30, 2024
Aug. 30, 2024
Aug. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 11, 2023
Short-Term Debt [Line Items]            
Accrued interest     $ 17,000,000      
Conversion rate   $ 10.00 $ 10.00      
Proceeds from convertible debt     $ 1,750,000 $ 1,750,000  
Convertible promissory note fair value   $ 1,750,000 $ 1,750,000      
Debt of bears interest at a rate per annum   12.00%        
Debt instrument, maturity date, description   The Company also has the right to convert the Convertible Promissory Note at any time prior to the Maturity Date at 105% of the Conversion Rate. The Company has the right to prepay the Convertible Promissory Note in full at any time for 120% of total outstanding balance after providing at least thirty (30) Business Days advance written notice of such intent        
Payments of debt issuance costs   $ 2,512,000        
Debt conversion, converted instrument, warrants or options issued 136,110          
Warrants outstanding $ 0     0    
Convertible Promissory Note [Member]            
Short-Term Debt [Line Items]            
Convertible promissory note fair value 1,750,000     1,750,000    
Principal amount $ 1,944,444     $ 1,944,444    
Third Amendment Agreement [Member]            
Short-Term Debt [Line Items]            
Convertible bonds           $ 10,000,000
Ownership interest           15.00%
Note Purchase Agreement [Member] | Convertible Debt [Member] | Pipe Financing [Member]            
Short-Term Debt [Line Items]            
Number of shares issued for commitment fees   400,000        
Debt instrument, convertible, if-converted value in excess of principal   $ 1,944,444        
Class of warrant or right, outstanding   136,110 136,110      
Class of warrant or right, number of securities called by each warrant or right   136,110 136,110      
Conversion rate   $ 11.50 $ 11.50      
Commitment shares   400,000        
v3.25.0.1
Schedule of divested entities (Details)
$ in Millions
Aug. 29, 2024
USD ($)
Deconsolidation Of Dynamic Indonesia Holdings Limited  
Revenue $ 5.6
Cost of revenue (4.5)
Gross profit 1.1
General and administrative expenses (3.6)
Loss from operations (2.5)
Finance costs, net (1.8)
Other income 0.1
Loss before income tax (4.2)
Income tax expense
Net loss (4.2)
Assets  
Intangible assets 4.7
Deposits, prepayments and other receivables 2.1
Restricted cash 4.6
Amount due to related companies 19.7
Other assets 2.1
Liabilities  
Loan (7.4)
Accruals and other payables (3.6)
Client Money Payable (4.2)
Amount due to related companies (31.8)
Other liabilities (1.1)
Assets/(Liabilities) $ 14.9
v3.25.0.1
Deconsolidation of dynamic indonesia holdings limited (Details Narrative) - USD ($)
 1 Months Ended
Aug. 29, 2024
Jul. 30, 2024
Mar. 31, 2021
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Jul. 13, 2020
Deconsolidation, gain loss, amount   $ 1          
Purchase of the sale shares   31,240,525          
Recognized gain on sale $ 14,900,000            
Sale proceeds            
Net liabilities $ 14,900,000            
Seamless Group Inc [Member]              
Due from related party         $ 26,000,000    
Seamless Group Inc [Member] | Dynamic Indonesia Holdings Ltd [Member]              
Deconsolidation, related party, description     In March 2021, the third party has converted that borrowing into 51% of the equity interest in Dynamic Indonesia Holdings Limited.        
Ownership percentage     51.00%        
Related Party [Member]              
Due from related party       $ 3,831,195 7,287,376    
Related Party [Member] | Seamless Group Inc [Member]              
Due from related party         $ 7,287,376 $ 4,483,228  
Dynamic Indonesia Holdings Limited [Member] | Related Party [Member] | Seamless Group Inc [Member]              
Due from related party             $ 1,000,000
v3.25.0.1
Schedule of depreciation of equipment and software straight line method (Details) - Seamless Group Inc [Member]
Dec. 31, 2023
Office Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation of equipment and software 10.00%
Furniture and Fixtures [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation of equipment and software 10.00%
Renovation [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation of equipment and software 10.00%
Sign Board [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation of equipment and software 10.00%
Computer Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation of equipment and software 33.00%
Electrical Installation [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation of equipment and software 10.00%
Mobile Phone [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation of equipment and software 33.00%
Motor Vehicle [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation of equipment and software 20.00%
Air Conditioners [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation of equipment and software 10.00%
Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation of equipment and software 20.00%
v3.25.0.1
Shareholders’ deficit (Details Narrative) - $ / shares
 9 Months Ended
Sep. 30, 2024
Aug. 30, 2024
Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]      
Common Stock, Shares Authorized     555,000,000
Common shares, par value     $ 0.0001
Ordinary shares, shares outstanding 46,527,999 46,527,999 33,980,753
Warrant expire period 5 years    
Warrant exercise price per share $ 0.01    
Shares issued price per share $ 18.00    
Sale of stock description In addition, if (x) the Company issues additional ordinary share or equity-linked securities in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.    
Private Placement Warrants [Member]      
Subsidiary, Sale of Stock [Line Items]      
Warrants issues 1,500,000    
Public Warrants [Member]      
Subsidiary, Sale of Stock [Line Items]      
Warrants outstanding 9,999,940 9,999,880 7,796,842
P I P E Warrants [Member]      
Subsidiary, Sale of Stock [Line Items]      
Warrants outstanding     136,110
v3.25.0.1
Schedule of effect of restatement (Details) - Seamless Group Inc [Member]
 12 Months Ended
Dec. 31, 2022
USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Prepayments, receivables and other assets $ 37,563,550
Accounts payable, accruals and other payables 58,946,385
Prepayments, receivables and other assets (5,796,690)
Accounts payable, accruals and other payables (12,249,700)
Previously Reported [Member]  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Prepayments, receivables and other assets 31,776,196
Accounts payable, accruals and other payables 53,159,031
Prepayments, receivables and other assets (8,433,545)
Accounts payable, accruals and other payables (9,612,845)
Revision of Prior Period, Reclassification, Adjustment [Member]  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Prepayments, receivables and other assets 5,787,354
Accounts payable, accruals and other payables 5,787,354
Prepayments, receivables and other assets 2,636,855
Accounts payable, accruals and other payables $ (2,636,855)
v3.25.0.1
Schedule of accounts receivable net (Details) - Seamless Group Inc [Member] - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Accounts receivable $ 2,638,333 $ 3,184,892
Allowance for credit losses (187,462) (117,195)
Accounts receivable, net $ 2,450,871 $ 3,067,697
v3.25.0.1
Schedule of allowance for doubtful accounts (Details) - Seamless Group Inc [Member] - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Balance at the beginning of year $ 117,195
Additional for the year 70,267
Acquisition of a subsidiary 117,195
Balance at the end of year $ 187,462 $ 117,195
v3.25.0.1
Schedule of prepayments and other current assets (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Safeguarding assets $ 2,222,368 $ 1,983,116  
Total $ 26,957,511 34,225,239  
Seamless Group Inc [Member]      
Contract asset   6,888,954 $ 4,657,799
Safeguarding assets   1,983,116 5,787,354
Other receivables   100,144 54,425
Prefunding to remittances partner   21,082,897 21,896,243
Deposits   1,402,729 1,438,316
Goods and services tax/ Value-added tax recoverable   26,493 13,842
Prepayments   553,258 503,123
Airtime stock   607,308 715,755
Inventory   125,603 162,227
Current tax recoverable   360,358 1,094,332
Others   1,094,379 1,240,134
Total   $ 34,225,239 $ 37,563,550 [1]
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Schedule of contract assets (Details) - Seamless Group Inc [Member] - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Balance $ 4,657,799 $ 4,189,989
Rights of consideration for service rendered but not billed 2,231,155 467,810
Balance $ 6,888,954 $ 4,657,799
v3.25.0.1
Schedule of investment in an equity security (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Schedule of Investments [Line Items]      
Investment in an equity security $ 100,000  
Seamless Group Inc [Member]      
Schedule of Investments [Line Items]      
Investment in an equity security   100,000 $ 100,000 [1]
K Hub [Member] | Seamless Group Inc [Member]      
Schedule of Investments [Line Items]      
Investment in an equity security   $ 100,000 $ 100,000
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Schedule of investment in an equity security (Details) (Parenthetical)
Dec. 31, 2023
Dec. 31, 2022
K Hub [Member] | Seamless Group Inc [Member]    
Equity method investment, ownership percentage 0.54% 0.54%
v3.25.0.1
Schedule of equipment and software net (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]      
Equipment, net $ 955,975 $ 1,016,490  
Seamless Group Inc [Member]      
Property, Plant and Equipment [Line Items]      
Equipment and software, gross   5,917,894 $ 5,704,701
Less: accumulated depreciation   (4,901,404) (4,383,080)
Equipment, net   1,016,490 1,321,621 [1]
Office Equipment [Member] | Seamless Group Inc [Member]      
Property, Plant and Equipment [Line Items]      
Equipment and software, gross   489,396 433,479
Furniture And Fittings [Member] | Seamless Group Inc [Member]      
Property, Plant and Equipment [Line Items]      
Equipment and software, gross   303,331 298,076
Renovation [Member] | Seamless Group Inc [Member]      
Property, Plant and Equipment [Line Items]      
Equipment and software, gross   1,741,702 1,739,807
Sign Board [Member] | Seamless Group Inc [Member]      
Property, Plant and Equipment [Line Items]      
Equipment and software, gross   2,195 2,195
Computer Peripherals [Member] | Seamless Group Inc [Member]      
Property, Plant and Equipment [Line Items]      
Equipment and software, gross   3,301,853 3,074,341
Electrical Installation [Member] | Seamless Group Inc [Member]      
Property, Plant and Equipment [Line Items]      
Equipment and software, gross   46,492 45,502
Mobile Phone [Member] | Seamless Group Inc [Member]      
Property, Plant and Equipment [Line Items]      
Equipment and software, gross   10,022 9,013
Motor Vehicle [Member] | Seamless Group Inc [Member]      
Property, Plant and Equipment [Line Items]      
Equipment and software, gross   14,536 97,479
Air Conditioners [Member] | Seamless Group Inc [Member]      
Property, Plant and Equipment [Line Items]      
Equipment and software, gross   $ 8,367 $ 4,809
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Equipment, net (Details Narrative) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
 [1]
Depreciation $ 420,642 $ 466,229    
Seamless Group Inc [Member]        
Depreciation     $ 607,138 $ 701,262
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Schedule of intangible assets net (Details) - Seamless Group Inc [Member] - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross $ 35,675,049 $ 33,443,733
Less: accumulated amortization (26,483,336) (23,593,955)
Intangible assets, net 9,191,713 9,849,778
Software [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross 22,778,055 20,546,739
Developed Technologies [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross 5,853,354 5,853,354
Trademarks and Trade Names [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross $ 7,043,640 $ 7,043,640
v3.25.0.1
Schedule of future amortization expenses (Details) - Seamless Group Inc [Member] - USD ($)
Dec. 31, 2023
Dec. 31, 2022
2024 $ 2,948,062  
2025 2,779,867  
2026 2,343,051  
2027 815,240  
2028 305,493  
Thereafter  
Intangible assets, net $ 9,191,713 $ 9,849,778
v3.25.0.1
Intangible assets, net (Details Narrative) - Seamless Group Inc [Member] - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Amortization expenses $ 1,587,906 $ 1,984,831
Cost of revenue and general and administrative expenses $ 1,612,937 $ 1,540,557
v3.25.0.1
Schedule of right of use assets and lease liabilities (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Lessee, Lease, Description [Line Items]      
Operating lease $ 29,725 $ 154,234  
Operating lease $ 25,272 152,325  
Seamless Group Inc [Member]      
Lessee, Lease, Description [Line Items]      
Operating lease   154,234 $ 342,432 [1]
Total right-of-use assets   154,234 342,432
Operating lease   152,325 174,061 [1]
Total current operating lease liabilities   152,325 174,061
Total non- current operating liabilities   158,895
Seamless Group Inc [Member] | Current Portion of Lease Liabilities [Member]      
Lessee, Lease, Description [Line Items]      
Operating lease   152,325 174,061
Operating lease   158,895
Seamless Group Inc [Member] | Right of Use Assets [Member]      
Lessee, Lease, Description [Line Items]      
Operating lease   $ 154,234 $ 342,432
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Schedule of lease costs (Details) - Seamless Group Inc [Member] - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Operating lease costs $ 1,123,046 $ 1,168,188
Short-term lease costs 141,889 80,217
Finance lease costs:    
Depreciation 2,938
Interest on finance lease liabilities 406
Total lease costs $ 1,264,935 $ 1,251,749
v3.25.0.1
Schedule of other information related to leases (Details) - Seamless Group Inc [Member]
Dec. 31, 2023
Operating lease, weighted average remaining lease term 10 months 15 days
Operating lease, weighted average discount rate, percent 8.60%
v3.25.0.1
Schedule of cashflows related to leases (Details) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Cash flows from financing activities:        
Principal payments on finance lease obligation $ 136,094 $ 126,520    
Seamless Group Inc [Member]        
Cash flows from operating activities:        
Payments for operating lease liabilities     $ 199,447 $ 172,711
Cash flows from financing activities:        
Principal payments on finance lease obligation     61,048
Supplemental Cash Flow Data:        
Right-of-use assets obtained in exchange for new operating lease obligations     $ 7,350 $ 376,428
v3.25.0.1
Schedule of future minimum lease payments under non cancelable operating leases (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Total lease liabilities $ 6,098
Seamless Group Inc [Member]    
2024   157,991
2025  
Lease liabilities (Gross)   157,991
Less: imputed interest   (5,666)
Total lease liabilities   $ 152,325
v3.25.0.1
Receivables factoring (Details Narrative) - Facility Agreement [Member] - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Interest bearing loans $ 624,227 $ 423,483    
Effective interest rate 9.80% 10.00%    
Weighted average interest rate 9.80%   10.00%  
Interest expense $ 44,710 $ 46,460    
Seamless Group Inc [Member]        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Interest bearing loans     $ 423,483 $ 677,640
Effective interest rate     10.00% 10.00%
Weighted average interest rate     10.00% 10.00%
Interest expense     $ 62,441 $ 76,496
v3.25.0.1
Schedule of accounts payable and other payables (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Safeguarding liabilities $ 2,222,368 $ 1,983,116  
Seamless Group Inc [Member]      
Accounts payable   10,541 $ 17,871
Safeguarding liabilities   1,983,116 5,787,354
Accruals   5,424,194 4,878,896
Prefunding from remittance customers   35,584,882 40,910,632
Incentives received for credit card program   699,655 700,521
Prefunding from airtime customers   758,419 874,889
Current portion of finance lease liabilities  
Cash received for the subscription of Convertible Promissory Note   1,056,765 1,058,005
Accrued interest   7,614,719 3,990,177
Tax payable   29,808 11,102
Other payables   826,132 716,938
Accounts payable, accruals and other payables   $ 53,988,231 $ 58,946,385
v3.25.0.1
Schedule of convertible bonds (Details) - Seamless Group Inc [Member] - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Sep. 14, 2021
Short-Term Debt [Line Items]      
Total principal $ 10,000,000 $ 10,000,000  
Less: unamortized debt discount (807,860)  
Net carrying amount 10,000,000 9,192,140  
Less: maturing within one year (10,000,000) 9,192,140  
Convertible bonds  
Convertible Bond A [Member]      
Short-Term Debt [Line Items]      
Total principal  
Less: unamortized debt discount (2,134,031)    
Convertible Bond B [Member]      
Short-Term Debt [Line Items]      
Total principal $ 18,000,000
Less: unamortized debt discount (6,634,030)    
Convertible Bond C [Member]      
Short-Term Debt [Line Items]      
Total principal  
Less: unamortized debt discount (49,353)    
Convertible Bond D [Member]      
Short-Term Debt [Line Items]      
Total principal 10,000,000  
Convertible Bond E [Member]      
Short-Term Debt [Line Items]      
Total principal $ 10,000,000  
v3.25.0.1
Schedule of debt (Details) - Seamless Group Inc [Member] - USD ($)
 12 Months Ended
Sep. 14, 2023
Dec. 31, 2023
Dec. 31, 2022
Short-Term Debt [Line Items]      
Total principal balance as of December 31, 2022 and January 1, 2023   $ 10,000,000  
Repayment during the year   $ (3,500,000) [1]
Conversion to non-convertible loan    
Convertible Bond replacement    
Total principal balance as of December 31, 2023   10,000,000 10,000,000
Convertible Bond D [Member]      
Short-Term Debt [Line Items]      
Total principal balance as of December 31, 2022 and January 1, 2023   10,000,000  
Repayment during the year    
Conversion to non-convertible loan    
Convertible Bond replacement   (10,000,000)  
Total principal balance as of December 31, 2023   10,000,000
Convertible Bond E [Member]      
Short-Term Debt [Line Items]      
Total principal balance as of December 31, 2022 and January 1, 2023    
Repayment during the year    
Conversion to non-convertible loan $ (10,000,000)  
Convertible Bond replacement   10,000,000  
Total principal balance as of December 31, 2023   $ 10,000,000
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Convertible bonds (Details Narrative) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 14, 2023
Dec. 09, 2022
Feb. 28, 2022
Feb. 08, 2022
Jan. 31, 2022
Sep. 14, 2021
Sep. 13, 2021
Sep. 14, 2018
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Short-Term Debt [Line Items]                          
Amortization of the discount on convertible bonds                 $ 801,692      
Seamless Group Inc [Member]                          
Short-Term Debt [Line Items]                          
Debt principal amount               $ 7,500,000          
Accrued interest                     $ 7,614,719 $ 3,990,177  
Outstanding balance of convertible bond                     10,000,000 10,000,000  
Principal amount                        
Debt discount                     807,860  
Amortization of the discount on convertible bonds                     807,860 3,438,950 [1]  
Convertible Bond A [Member] | Seamless Group Inc [Member]                          
Short-Term Debt [Line Items]                          
Debt principal amount           $ 22,500,000   $ 30,000,000          
Interest rate               12.00%          
Debt instrument maturity date               Sep. 14, 2021          
Convertible conversion price per share               $ 12,870.50          
Outstanding balance of convertible bond                      
Debt instrument redemption description             By a redemption notice dated December 6, 2021, the bond holder applied to exercise the redemption right, on December 24, 2021. The Company then agreed to amend and supplement Convertible Bond B by entering into the supplemental deed signed on December 20, 2021. The supplemental deed stipulates that the US$18,000,000 redemption right will be exercisable in three stages            
Loss on extinguishment of debt           119,155              
Debt discount                     2,134,031    
Amended and Restated Convertible Bond A [Member] | Seamless Group Inc [Member]                          
Short-Term Debt [Line Items]                          
Debt principal amount           $ 27,000,000              
Interest rate           15.00%              
Debt instrument maturity date           Sep. 14, 2023              
Accrued interest           $ 4,500,000              
Annual interest rate           24.00%              
Convertible Bond B [Member] | Seamless Group Inc [Member]                          
Short-Term Debt [Line Items]                          
Outstanding balance of convertible bond           $ 18,000,000          
Debt discount                     6,634,030    
Convertible Bond B [Member] | Seamless Group Inc [Member] | Debt Instrument, Redemption, Period One [Member]                          
Short-Term Debt [Line Items]                          
Debt redemption amount           7,000,000              
Convertible Bond B [Member] | Seamless Group Inc [Member] | Debt Instrument, Redemption, Period Two [Member]                          
Short-Term Debt [Line Items]                          
Debt redemption amount           $ 5,000,000              
Convertible Band C [Member] | Seamless Group Inc [Member]                          
Short-Term Debt [Line Items]                          
Convertible conversion price per share           $ 6.21335              
Annual interest rate   24.00%                      
Debt instrument redeemed bond           $ 7,000,000              
Debt instrument addition bond     $ 1,000,000 $ 1,500,000 $ 1,000,000 $ 1,000,000              
Principal amount   $ 7,500,000                      
Convertible Band D [Member] | Seamless Group Inc [Member]                          
Short-Term Debt [Line Items]                          
Principal amount   $ 10,000,000                      
Convertible Bond E [Member] | Seamless Group Inc [Member]                          
Short-Term Debt [Line Items]                          
Outstanding balance of convertible bond                     10,000,000  
Principal amount $ 10,000,000                      
Convertible Bond C [Member] | Seamless Group Inc [Member]                          
Short-Term Debt [Line Items]                          
Outstanding balance of convertible bond                      
Debt discount                     $ 49,353    
Convertible Bond [Member] | Seamless Group Inc [Member]                          
Short-Term Debt [Line Items]                          
Amortization of the discount on convertible bonds                       $ 3,438,951 $ 2,814,474
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Schedule of revenue (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of Revenue [Line Items]            
Revenue $ 11,259,716 $ 12,736,547 $ 35,370,503 $ 39,901,966    
Seamless Group Inc [Member]            
Disaggregation of Revenue [Line Items]            
Revenue         $ 53,255,361 $ 55,500,917
Seamless Group Inc [Member] | Remittance Services [Member]            
Disaggregation of Revenue [Line Items]            
Revenue        
Seamless Group Inc [Member] | Fiat Remittance Services [Member]            
Disaggregation of Revenue [Line Items]            
Revenue         25,287,487 25,812,304
Seamless Group Inc [Member] | ODL Remittance [Member]            
Disaggregation of Revenue [Line Items]            
Revenue         1,407,709 901,847
Seamless Group Inc [Member] | Sales of Airtime [Member]            
Disaggregation of Revenue [Line Items]            
Revenue         26,398,707 28,501,152
Seamless Group Inc [Member] | Service, Other [Member]            
Disaggregation of Revenue [Line Items]            
Revenue         $ 161,458 $ 285,614
v3.25.0.1
Defined contribution plans (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Seamless Group Inc [Member]    
Defined contribution plan, cost $ 714,855 $ 611,884
v3.25.0.1
Schedule of income before income tax (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Loss before income tax $ (4,935,382) $ (3,588,680) $ (11,034,219) $ (9,991,445)    
Seamless Group Inc [Member]            
Loss before income tax         $ (13,894,305) $ (15,611,931)
Seamless Group Inc [Member] | MALAYSIA            
Loss before income tax         2,042,746 1,606,867
Seamless Group Inc [Member] | INDONESIA            
Loss before income tax         (786,490) 1,609,362
Seamless Group Inc [Member] | HONG KONG            
Loss before income tax         (15,141,598) (18,818,064)
Seamless Group Inc [Member] | Others [Member]            
Loss before income tax         $ (8,963) $ (10,096)
v3.25.0.1
Schedule of components of income tax expense (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Income tax expense benefit $ 86,043 $ 226,432 $ 226,472 $ 455,652    
Seamless Group Inc [Member]            
Income tax expense         $ 797,147 $ 507,740
Deferred income tax benefit         (273,666) (393,958)
Income tax expense benefit         $ 523,481 $ 113,782
v3.25.0.1
Schedule of effective income tax rate reconciliation (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Income tax expense benefit $ 86,043 $ 226,432 $ 226,472 $ 455,652    
Seamless Group Inc [Member]            
Income before income tax         $ (13,894,305) $ (15,611,931)
Tax calculated at Hong Kong profits tax rate         (2,292,560) (2,576,217)
Effect of different tax rates applicable to different jurisdictions         1,637,665 2,244,573
Income not subject to tax         (48,307) (567,161)
Non-deductible expenses         132,796 658,533
Change in valuation allowance         846,827 245,220
Underprovision of current tax in the previous financial year         125,217 48,182
Tax effect on deductible temporary differences         7,918 46,624
Others         113,925 14,028
Income tax expense benefit         $ 523,481 $ 113,782
v3.25.0.1
Schedule of deferred tax assets and liabilities (Details) - Seamless Group Inc [Member] - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Tax losses carried forward $ 8,266,115 $ 7,526,178
Equipment (65,050) (90,113)
Accrued expenses 296,576 354,988
Others 54,560 39,290
Deferred tax gross 8,552,201 7,830,343
Valuation allowance (7,887,313) (7,061,726)
Total deferred tax assets 664,888 768,617
Fixed assets
Intangible assets (1,184,987) (1,554,721)
Others 61,773 61,622
Total deferred tax liabilities (1,246,760) (1,616,343)
Net deferred tax liabilities $ (581,872) $ (847,727)
v3.25.0.1
Schedule for additions to long-lived assets other than goodwill and acquired intangible assets (Details) - Seamless Group Inc [Member] - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets $ 302,950 $ 532,457
Remittance Services Expense [Member]    
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets 302,950 532,457
Sales of Airtime [Member]    
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets
Other Services [Member]    
Expenditure for additions to long-lived assets other than goodwill and acquired intangible assets
v3.25.0.1
Schedule of geographical information (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Revenue $ 11,259,716 $ 12,736,547 $ 35,370,503 $ 39,901,966    
Seamless Group Inc [Member]            
Revenue         $ 53,255,361 $ 55,500,917
Seamless Group Inc [Member] | HONG KONG            
Revenue         9,726,364 8,647,764
Seamless Group Inc [Member] | MALAYSIA            
Revenue         29,317,906 36,742,314
Seamless Group Inc [Member] | INDONESIA            
Revenue         $ 14,211,091 $ 10,110,839
v3.25.0.1
Schedule of long lived assets geographical information (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Investment in an equity security $ 100,000    
Goodwill $ 26,999,726 27,001,383    
Seamless Group Inc [Member]        
Long-Lived Assets   5,435,763 $ 5,046,600  
Investment in an equity security   100,000 100,000 [1]  
Deferred tax assets   972,984 768,617  
Goodwill   27,001,383 27,001,383 [1] $ 19,229,528
Acquired intangible assets   4,926,674 6,467,231  
Long-lived assets other than goodwill and acquired intangible assets   33,001,041 39,383,831  
HONG KONG | Seamless Group Inc [Member]        
Long-Lived Assets   4,368,106 3,647,913  
MALAYSIA | Seamless Group Inc [Member]        
Long-Lived Assets   1,005,601 1,276,989  
INDONESIA | Seamless Group Inc [Member]        
Long-Lived Assets   $ 62,056 $ 121,698  
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Schedule of goodwill reportable segments (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Goodwill $ 26,999,726 $ 27,001,383    
Remittance Services Expense [Member]        
Goodwill 12,919,935 12,921,592    
Sales of Airtime [Member]        
Goodwill $ 14,079,791 14,079,791    
Seamless Group Inc [Member]        
Goodwill   27,001,383 $ 27,001,383 [1] $ 19,229,528
Seamless Group Inc [Member] | Remittance Services Expense [Member]        
Goodwill   12,921,592 12,921,592  
Seamless Group Inc [Member] | Sales of Airtime [Member]        
Goodwill   $ 14,079,791 $ 14,079,791  
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Schedule of purchase price of acquisition (Parenthetical) (Details) - Dynamic Indonesia Holdings Limited [Member] - Seamless Group Inc [Member]
$ in Millions
Jun. 02, 2022
USD ($)
Restructuring Cost and Reserve [Line Items]  
Accounts receivables and other receivables $ 0.6
Property plant and equipment 0.2
Operating lease right-of-use assets 0.1
Other assets 1.6
Liabilities $ 4.1
v3.25.0.1
Schedule of acquisition of consolidated statements of operations (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]            
Revenue $ 11,259,716 $ 12,736,547 $ 35,370,503 $ 39,901,966    
Seamless Group Inc [Member]            
Restructuring Cost and Reserve [Line Items]            
Revenue         $ 53,255,361 $ 55,500,917
Dynamic Indonesia Holdings Limited [Member] | Seamless Group Inc [Member]            
Restructuring Cost and Reserve [Line Items]            
Revenue         14,211,091 10,110,839
Loss after tax         $ (836,874) $ (498,424)
v3.25.0.1
Income tax (Details Narrative) - Seamless Group Inc [Member] - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
HONG KONG    
Corporate tax rate 16.50%  
Operating loss carryforwards $ 46,778,609 $ 41,238,871
MALAYSIA    
Corporate tax rate 24.00%  
INDONESIA    
Corporate tax rate 22.00%  
Operating loss carryforwards $ 8,439 444,983
SINGAPORE    
Corporate tax rate 17.00%  
Operating loss carryforwards $ 94,611 385,862
UNITED KINGDOM    
Corporate tax rate 19.00%  
Operating loss carryforwards $ 2,349,921 2,605,545
UNITED STATES    
Operating loss carryforwards $ 517,015 $ 566,925
v3.25.0.1
Schedule of condensed balance sheets of parent company (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Current assets:      
Cash and cash equivalents $ 49,060,421 $ 48,516,765  
Short-term investments 300,000  
Prepayments, deposits and other receivables 26,957,511 34,225,239  
Total current assets 82,532,410 103,361,724  
Total assets 114,964,512 141,490,432  
Current liabilities:      
Accruals and other payables 35,657,510 53,988,231  
Convertible bonds 1,750,000 10,000,000  
Total current liabilities 136,664,051 173,862,148  
Borrowings 2,506,974  
Total liabilities 137,699,458 177,675,731  
Shareholders’ deficit:      
Common shares (US$0.001 par value; 58,030,000 shares authorized, issued and outstanding as of December 31, 2023 and 2022) [1] 4,653 3,398  
Additional paid-in capital [1] 57,056,967 29,227,005  
Accumulated deficit (103,857,748) (92,075,379)  
Accumulated other comprehensive loss (158,585) 88,366  
Total shareholders’ deficit attributable to Seamless Group Inc. (46,954,713) (62,756,610)  
Total liabilities and shareholders’ deficit $ 114,964,512 141,490,432  
Seamless Group Inc [Member]      
Current assets:      
Cash and cash equivalents   48,516,765 $ 62,798,729 [2]
Short-term investments   300,000 2,000,000 [2]
Prepayments, deposits and other receivables   34,225,239 37,563,550 [2]
Total current assets   103,361,724 121,206,663 [2]
Total assets   141,490,432 160,590,494 [2]
Current liabilities:      
Accruals and other payables   53,988,231 58,946,385 [2]
Convertible bonds   10,000,000 9,192,140 [2]
Total current liabilities   173,862,148 172,652,016 [2]
Borrowings   2,506,974 7,879,279
Convertible bonds  
Total liabilities   177,675,731 182,367,925 [2]
Shareholders’ deficit:      
Common shares (US$0.001 par value; 58,030,000 shares authorized, issued and outstanding as of December 31, 2023 and 2022)   58,030 58,030 [2]
Additional paid-in capital   29,172,373 29,172,373 [2]
Accumulated deficit   (92,075,379) (76,768,829) [2]
Accumulated other comprehensive loss   88,366 61,298 [2]
Total shareholders’ deficit attributable to Seamless Group Inc.   (62,756,610) (47,477,128) [2]
Total liabilities and shareholders’ deficit   141,490,432 160,590,494 [2]
Parent Company [Member] | Seamless Group Inc [Member]      
Current assets:      
Cash and cash equivalents   130,634 78,968
Short-term investments  
Prepayments, deposits and other receivables   76,492 66,245
Amounts due from subsidiaries   6,155,464 6,869,413
Amounts due from related parties   123,906 90,666
Total current assets   6,486,496 7,105,292
Investments in subsidiaries   20,682,970 26,470,719
Investment in an equity security  
Total assets   27,169,466 33,576,011
Current liabilities:      
Borrowings   11,162,844 11,577,451
Accruals and other payables   9,621,542 5,410,027
Amounts due to subsidiaries   7,302,130 2,640,735
Amounts due to related parties   49,472,617 49,900,344
Convertible bonds   10,000,001 9,192,141
Total current liabilities   87,559,134 78,720,698
Borrowings  
Convertible bonds  
Total liabilities   87,559,134 78,720,698
Shareholders’ deficit:      
Common shares (US$0.001 par value; 58,030,000 shares authorized, issued and outstanding as of December 31, 2023 and 2022)   58,030 58,030
Additional paid-in capital   29,172,373 29,172,373
Accumulated deficit   (89,542,157) (74,235,607)
Accumulated other comprehensive loss   (77,914) (139,483)
Total shareholders’ deficit attributable to Seamless Group Inc.   (60,389,668) (45,144,687)
Total liabilities and shareholders’ deficit   $ 27,169,466 $ 33,576,011
[1] Retrospectively restated to reflect Reverse Recapitalization - see Note 2.
[2] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Schedule of condensed balance sheets of parent company (Details) (Parenthetical) - $ / shares
Sep. 30, 2024
Aug. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Condensed Financial Statements, Captions [Line Items]        
Common stock, par value     $ 0.0001  
Common shares, shares authorized     555,000,000  
Ordinary shares, shares issued   46,527,999    
Ordinary shares, shares outstanding 46,527,999 46,527,999 33,980,753  
Seamless Group Inc [Member]        
Condensed Financial Statements, Captions [Line Items]        
Common stock, par value     $ 0.001 $ 0.001
Common shares, shares authorized     58,030,000 58,030,000
Ordinary shares, shares issued     58,030,000 58,030,000
Ordinary shares, shares outstanding     58,030,000 58,030,000
v3.25.0.1
Schedule of condensed statements of comprehensive income (loss) (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Condensed Financial Statements, Captions [Line Items]            
General and administrative expenses $ (19,061,439) $ (6,450,397) $ (30,026,776) $ (18,823,918)    
Other income 15,010,449 241,300 15,548,629 363,021    
Finance costs, net (3,855,555) (1,496,968) (7,682,277) (4,651,844)    
Loss before income tax (4,935,382) (3,588,680) (11,034,219) (9,991,445)    
Income tax expenses (86,043) (226,432) (226,472) (455,652)    
Net loss attributable to Seamless Group Inc. (4,961,006) (3,830,445) (11,810,167) (10,911,259)    
Other comprehensive income (loss)            
Foreign currency translation adjustments (72,055) (15,613) (190,023) 388,513    
Total comprehensive loss $ (5,093,480) $ (3,830,725) $ (11,450,714) $ (10,058,584)    
Seamless Group Inc [Member]            
Condensed Financial Statements, Captions [Line Items]            
General and administrative expenses         $ (23,976,209) $ (25,539,467)
Other income         839,606 3,405,486
Finance costs, net         (8,002,552) (8,200,112)
Loss before income tax         (13,894,305) (15,611,931)
Income tax expenses         (523,481) (113,782)
Net loss attributable to Seamless Group Inc.         (15,306,550) (16,678,135)
Other comprehensive income (loss)            
Foreign currency translation adjustments         10,608 2,402
Total comprehensive loss         (14,407,178) (15,723,311)
Parent Company [Member] | Seamless Group Inc [Member]            
Condensed Financial Statements, Captions [Line Items]            
General and administrative expenses         (4,573,125) (4,988,848)
Other income         3
Finance costs, net         (4,945,679) (7,454,838)
Share of results from subsidiaries         (5,787,749) (4,234,448)
Loss before income tax         (15,306,550) (16,678,134)
Income tax expenses        
Net loss attributable to Seamless Group Inc.         (15,306,550) (16,678,134)
Other comprehensive income (loss)            
Foreign currency translation adjustments         10,608 4,529
Total comprehensive loss         $ (15,295,942) $ (16,673,605)
v3.25.0.1
Schedule of condensed statements of cash flows (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:            
Net loss $ (4,961,006) $ (3,830,445) $ (11,810,167) $ (10,911,259)    
Adjustments to reconcile net loss to net cash used in operating activities:            
Amortization of discount on convertible bonds     801,692    
Unrealized foreign exchange gain     1,586,780 101,609    
Changes in operating assets and liabilities:            
Prepayments, deposits and other receivables     6,093,059 8,531,594    
Net cash (used in)/provided by operating activities     (11,671,423) (10,844,751)    
Cash flows from investing activities:            
Net cash provided by/(used in) investing activities     (365,224) (174,303)    
Cash flows from financing activities:            
Proceeds from borrowings     640,145 1,250,741    
Repayment of borrowings     (220,986) (1,492,925)    
Net cash used in financing activities     2,179,105 (148,066)    
Net (decrease)/increase in cash and cash equivalents     (9,857,542) (11,167,120)    
Seamless Group Inc [Member]            
Cash flows from operating activities:            
Net loss         $ (15,306,550) $ (16,678,135)
Adjustments to reconcile net loss to net cash used in operating activities:            
Amortization of discount on convertible bonds         807,860 3,438,950 [1]
Unrealized foreign exchange gain         (65,981) 543,277 [1]
Changes in operating assets and liabilities:            
Prepayments, deposits and other receivables         2,502,972 (5,796,690) [1]
Net cash (used in)/provided by operating activities         (15,286,494) 8,681,916 [1]
Cash flows from investing activities:            
Net cash provided by/(used in) investing activities         1,444,823 (732,332) [1]
Cash flows from financing activities:            
Proceeds from borrowings         1,251,752 1,481,263 [1]
Repayment of borrowings         (2,212,067) (2,242,961) [1]
Repayment of convertible bonds         (3,500,000) [1]
Net cash used in financing activities         (1,197,648) (5,767,020) [1]
Net (decrease)/increase in cash and cash equivalents         (15,039,319) 2,182,564 [1]
Parent Company [Member] | Seamless Group Inc [Member]            
Cash flows from operating activities:            
Net loss         (15,306,550) (16,678,134)
Adjustments to reconcile net loss to net cash used in operating activities:            
Amortization of discount on convertible bonds         807,861 3,438,951
Unrealized foreign exchange gain         23,008 (644)
Share of results from subsidiaries         5,787,749 4,234,448
Changes in operating assets and liabilities:            
Prepayments, deposits and other receivables         (30,862) (9,900)
Accruals and other payables         4,206,601 3,797,118
Net cash (used in)/provided by operating activities         (4,512,193) (5,218,161)
Cash flows from investing activities:            
Dividend received from a subsidiary         2,847,309
(Increase) decrease in short-term investments         2,012,562
Cash injected into a subsidiary         (2,012,562)
Net cash provided by/(used in) investing activities         2,847,309
Cash flows from financing activities:            
Proceeds from borrowings         1,251,752 2,758,213
Repayment of borrowings         (1,663,042) (1,276,950)
Repayment of convertible bonds         (3,483,133)
Amounts due from related parties         691,323 301,958
Amounts due to related parties         4,283,780 4,123,866
Net cash used in financing activities         4,563,813 2,423,954
Net (decrease)/increase in cash and cash equivalents         51,620 53,102
Effect of exchange rate changes on cash and cash equivalents         46 218
Cash and cash equivalents at beginning of year     $ 130,634 $ 78,968 78,968 25,648
Cash and cash equivalents at end of year         $ 130,634 $ 78,968
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Schedule of financial information for significant subsidiaries (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Condensed Financial Statements, Captions [Line Items]            
Current assets $ 82,532,410   $ 82,532,410   $ 103,361,724  
Non-current assets 32,432,102   32,432,102   38,128,708  
Current liabilities (136,664,051)   (136,664,051)   (173,862,148)  
Non-current liabilities (1,035,407)   (1,035,407)   (3,813,583)  
Revenue 11,259,716 $ 12,736,547 35,370,503 $ 39,901,966    
Net (loss) income $ (4,961,006) $ (3,830,445) $ (11,810,167) $ (10,911,259)    
Seamless Group Inc [Member]            
Condensed Financial Statements, Captions [Line Items]            
Current assets         103,361,724 $ 121,206,663 [1]
Non-current assets         38,128,708 39,383,831 [1]
Current liabilities         (173,862,148) (172,652,016) [1]
Non-current liabilities         (3,813,583) (9,715,909) [1]
Revenue         53,255,361 55,500,917
Net (loss) income         (15,306,550) (16,678,135)
Subsidiaries [Member] | Seamless Group Inc [Member]            
Condensed Financial Statements, Captions [Line Items]            
Current assets         119,483,614 138,666,772
Non-current assets         8,145,689 7,578,365
Current liabilities         109,261,136 121,931,207
Non-current liabilities         2,566,977 3,156,719
Revenue         58,493,819 60,052,470
Net (loss) income         $ (3,810,481) $ (2,550,363)
[1] Periods presented have been adjusted. Additional information regarding the adjustment may be found in Note 3 - Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.
v3.25.0.1
Schedule of investment activity (Details) - Seamless Group Inc [Member] - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Condensed Financial Statements, Captions [Line Items]    
Balance at the beginning of year $ 26,470,719 $ 26,171,064
Allocated loss (5,787,749) (7,081,757)
Balance at the end of year $ 20,682,970 $ 19,089,307