InFinT Acquisition Corporation *

InFinT Acquisition Corporation *

May 20, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Seamless Group Inc.

ENTERPRISE VALUE: $400 million
ANTICIPATED SYMBOL: tbd

InFinT Acquisition Corporation proposes to combine with Seamless Group Inc.

  • Seamless Group Inc. operates a global fintech banking platform for e-wallets, financial institutions, and merchants worldwide, delivering frictionless interoperable real-time fund transfers and instant messaging.
  • Their digital ecosystem empowers billions of smart consumers and businesses in over 150 countries.

EXTENSION – 2/20/24 – LINK

  • The SPAC approved the extension from February 23, 2024 to November 23, 2024.
    • 2,661,404 shares were redeemed for $11.36 per share.
    • $80K per month will be deposited into the trust account.

EXTENSION – 8/22/23 – LINK

  • The SPAC approved the extension from August 23, 2023 to February 23, 2024.
    • 2,176,003 shares were redeemed for $10.94 per share.
    • $160K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 2/23/23 – LINK

  • The SPAC extended the outside date from February 23, 2023 to August 23, 2023

EXTENSION – 2/15/23 – LINK

  • The SPAC approved the monthly extension from February 23, 2023 to August 23, 2023
    • 10,415,452 Shares were redeemed for approximately $10.49/Share
    • $290K/Month will be deposited into the trust account

TRANSACTION

  • The transaction values Seamless at an enterprise value at closing of $400 million.
  • In connection with the transaction, the aggregate consideration to be paid to Seamless’ equity holders will be $400 million of rollover equity.
  • Assuming no redemptions by INFINT existing public shareholders, the Company will have up to $189 million of cash on its balance sheet following the transaction, which is expected to provide financial flexibility and facilitate organic and inorganic growth opportunities.
  • The transaction will require approval of the shareholders of INFINT and is expected to close by the end of the first quarter of 2023, subject to the satisfaction of customary closing conditions.

PIPE

  • There is no PIPE for this Transaction.

LOCK-UP

Company Lock-Up:

  • The New INFINT Ordinary Shares held by each Locked-Up Shareholder will be locked up for a period ending on the earlier of 6 months following the Closing.

Sponsor Lock-Up:

  • Founder Shares will be locked-up for a period of 6 months following the closing or trading at a VWAP of $12.00 for 20/30 consecutive trading days.

SEAMLESS HEADQUARTERS

  • Prior to the Closing, Seamless will be required to relocate its headquarters from Hong Kong to a jurisdiction that is mutually agreed to by INFINT and Seamless, it being agreed that Singapore is an acceptable jurisdiction to the parties (the “Headquarters Relocation”).

DIVESTITURES

  • Prior to the Closing, Seamless will spin-out, carve-out, divest or transfer all of the equity interests that it owns in:
    • (a) TNG (Asia) Ltd. (“TNG Asia“),
    • (b) Future Network Technology Investment Co., Ltd. (“FNTI”) and
    • (c) GEA Holdings Limited (“GEA”)
  • such that TNG Asia, FNTI and GEA will no longer be affiliates of Seamless.

NOTABLE CONDITIONS TO CLOSING

  • The obligations of the parties to consummate the Proposed Transactions are subject to INFINT having at least $5,000,001 of net tangible assets.

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated by either INFINT or Seamless if the Proposed Transactions have not occurred prior to November 23, 2022 (“Outside Date“).
    • The Outside Date will automatically be extended, without any further action by any party, to February 23, 2023 if the INFINT Extension Funding Amount will have been deposited into the INFINT’s trust account.
      • The SPAC extended the outside date from February 23, 2023 to August 23, 2023 – LINK
  • By either INFINT or Seamless if the consummation is permanently restricted, enjoined or prohibited by the terms of a final, non-appealable order issued by governmental authority.
  • By INFINT if the Registration Statement has not been declared or become effective by October 9, 2022.

TERMINATION FEE

  • All transaction expenses will be paid by the party incurring such transaction expenses, except that:
    • (i) Seamless will pay:
      • (a) all expenses relating to all SEC and other regulatory filing fees incurred in connection with the Proposed Transactions,
      • (b) all expenses incurred in connection with printing, mailing and soliciting proxies with respect to the Proxy Statement and Registration Statement
      • (c) expenses incurred in connection with any filings with or approvals from the NYSE in connection with the Proposed Transactions and
      • (d) expenses relating to the filing fees for any approvals or clearances required under any antitrust laws; in each case as such expenses will be incurred or otherwise be due and payable.
  • In addition, if:
    • (A) the PCAOB Audited Financials shall not have been delivered to INFINT by Seamless on or before 15 days from the date of the Business Combination Agreement
    • (B) certain third-party approvals will not have been timely obtained by Seamless or
    • (C) INFINT determines in good faith and in consideration of all relevant factors that it is probable that the Proposed Transactions will not be consummated prior to the Outside Date and, as a result, INFINT determines to call a meeting of the INFINT shareholders in order to approve the INFINT Extension Proposal, Seamless will pay for all third-party costs and expenses.
  • In addition to the foregoing:
    • (a) if INFINT determines not to call a meeting of the INFINT shareholders to approve the INFINT Extension Proposal,
    • (b) any of the Seamless Caused INFINT Extension Items have occurred, and
    • (c) INFINT and Infint Capital LLC (the “Sponsor”) instead agree to deposit the INFINT Extension Funding Amount into the trust account, then INFINT will provide written notice of INFINT’s intent to do so and Seamless will deposit or procure the deposit of the INFINT Extension Funding Amount into the trust account prior to the Outside Date.
  • In addition to the foregoing:
    • (a) if INFINT terminates the Business Combination Agreement:
      • (i) Seamless will pay INFINT, by wire transfer of immediately available funds within 2 business days after such termination, an amount equal to the INFINT Extension Funding Amount as a termination fee; and
      • (ii) Seamless will pay INFINT, by wire transfer of immediately available funds within 2 business days after such termination, an amount equal to 2x the INFINT Extension Funding Amount as a termination fee.

ADVISORS

  • ARC Group Limited is acting as sole financial and M&A advisor to INFINT.
  • Nelson Mullins Riley & Scarborough LLP is acting as legal counsel to Seamless.
  • Greenberg Traurig, LLP is acting as legal counsel to INFINT.
  • Maples Group is serving as Cayman Islands legal counsel to Seamless.
  • Mourant is serving as Cayman Islands legal counsel to INFINT.

MANAGEMENT & BOARD


Executive Officers

Alexander Edgarov, 44
Chief Executive Officer, Director

Mr. Edgarov is a sponsor investor of, and since November 2020 has served as a senior advisor to, Edoc Acquisition Corporation, (NASDAQ: ADOC), a healthcare special purpose acquisition company. From 2016 to 2018, he was a venture partner with New Margin Capital, a leading venture capital fund in China. Mr. Edgarov has served as a Principal at Sapta Group Corp since 2014. Earlier in his career, Mr. Edgarov served as a global account executive for a leading international supply chain company, where he oversaw multiple teams across the globe and worked with Fortune 100 companies overseeing multi-million dollar accounts in the fields of automotive, fashion and technology. He is an investor and advisor to a wide-range portfolio of clients including companies, alternative investment funds, venture capital funds, and family offices with a focus on both public and private markets in the United States and China. Mr. Edgarov is an expert in building multi-level connections between business people and companies from China, the United States and Israel in the areas of venture capital, entertainment and technology. By relying on his extensive international network of contacts and partners, Mr. Edgarov provides strategic and tactical guidance, analysis and introduction services to companies and individuals who need to gain deeper understanding of local markets and seek to form partnerships and pursue opportunities with aligned partners who are leaders in their fields. Mr. Edgarov completed his undergraduate degree in Economics and Business and received his Bachelors of Art from the Ben-Gurion University of the Negev in Israel. He graduated summa cum laude from the Master of Arts program in International Affairs at the City College of New York.


Sheldon Brickman, 56
Chief Financial Officer

Mr. Brickman is the President of Rockshore Advisors LLC, which he founded in May of 2013. which provides a range of advisory services, including traditional mergers & acquisitions services, due diligence, valuations and strategic consulting. Rockshore Advisors, LLC is particularly focused on advising investors in the insurance and healthcare sectors. Mr. Brickman, who received his Bachelor of Science in Accounting from Brooklyn College, brings over 25 years of M&A advisory and business development experience, having overseen more than $40 billion in deal value. He has worked for numerous multibillion dollar insurance carriers, including assignments for companies as AIG, Aetna and National General. Mr. Brickman has assisted international companies in the UAE, UK, Asia and Latin America to start-up operations, and advised regional insurance carriers on the conduct their business. Mr. Brickman’s experience covers the property casualty and life/health markets, including work with insurance carriers, managing general agencies, wholesalers, retailers and third party administrators. He served as Head of International M&A and Business Development for Aetna International from March of 2012 through April of 2013. Mr. Brickman previously worked at AIG for more than 17 years in various executive level M&A and business development positions around the world where he was responsible for buying and selling numerous businesses on behalf of the company. Before joining AIG, Mr. Brickman spent four years at Hanwa Company LTD, a Japanese investment Company, and three years at the international accounting firm of Deloitte & Touche.


Board of Directors

Eric Weinstein, 67
Chairman of the Board

Mr. Weinstein serves as an Investment Manager at Eastmore Group since February 2018 where his responsibilities as a managing director include screening and overseeing investments. He has previously served as a Managing Director at Neuberger Berman from May 2009 to January 2018 where he was also the Chairman of Hedge Fund Solutions and a member of the Investment Risk Committee and Alternatives Investment Committee. Mr. Weinstein has over 30 years of experience at global financial services firms that include Neuberger Berman, Lehman Brothers Holdings Inc., Swiss Bank Corporation, and Morgan Stanley. At Lehman Brothers, Mr. Weinstein acted as a Chief Investment Officer of Lehman Brothers Alternative Investment Management and oversaw a pool of capital that exceeded $5 billion U.S. dollars. He has served as the co-manager of a private equity investment start-up which was focused on providing seed capital to start up investment firms. He has also served as a director to a number of investment funds. Mr. Weinstein has global experience managing investments and servicing clients in North America, South America, Europe, Asia, and Oceania. Mr. Weinstein received his MBA from the Wharton School at the University of Pennsylvania and a Bachelor of Arts in economics from Brandeis University.


Michael Moradzadeh, 41
Director

Michael Moradzadeh is a Founding Partner and the Chief Executive Officer of Rimon PC, and its affiliate NovaLaw, Inc. He has served and managed the firm in these capacities from its incipience in 2008. Mr. Moradzadeh’s legal practice focuses on technology company representation and international transactions. He represents both companies and investors in investment rounds and stock sales. He has worked on deals ranging from small angel investments to representing a private equity firm in a $6 billion acquisition. He is also heavily involved in secondary markets of private stock, representing sellers of restricted stock in Facebook, Twitter, Zynga, SolarCity, Dropbox, Bloom Energy, Gilt Groupe, Etsy and other pre-IPO companies. Internationally, Mr. Moradzadeh represented Bain Capital and Morgan Stanley in their international investment funds and has worked with foreign counsel in 130 jurisdictions on several international securities deals. Mr. Moradzadeh has presented on innovations in law firm management and business models at Harvard Law School, Stanford Law School, UC Berkeley Law School, and UC Hastings College of the Law. Mr. Moradzadeh has also presented to the board of directors of global law firms to help them innovate their own structures. Mr. Moradzadeh’s innovations with Rimon have received awards from the Financial Times and the American Bar Association Journal and have appeared in a wide array of international publications, including the Economist, the Atlantic, the Wall Street Journal, Harvard Business Review, the American Lawyer Magazine, the National Law Journal, American Bar Association Magazine, the National Post, Bloomberg, Law & More, Legal Management Magazine, the San Francisco and Los Angeles Daily Journals, the San Francisco Business Times, the Silicon Valley Business Journal, American Lawyer’s Law Technology News, Law 360, and eLawyering. Mr. Moradzadeh received his Bachelor of Arts in from the University of California, Berkeley, and his Juris Doctor degree from Columbia Law School in New York.


Dave Cameron, 54
Director

Mr. Cameron is a strategic, C-level data security and risk management executive who drives enterprise profitability and protects stakeholders by securing information assets, managing cyber risk, and enabling business strategies. From April of 2017 to September of 2020, Mr. Cameron acted as Senior Vice President and Chief Security Officer for US, UK, and France-based operations of AXA XL, a multi-line global insurance and reinsurance companies and was accountable for driving cultural and organizational change throughout the entities and implementing a sustainable cost effective information security practice. As a key advisor, Mr. Cameron’s duties included global management responsibilities covering cyber security, business continuity management and physical security as well as global responsibility for the overall information risk management programs, including the company’s information risk and security strategies, tactics, planning, governance, architecture, and operations. At XL Global Services, Inc., another insurance and reinsurance company, he served as Senior Vice President, Chief Information Security Officer, and VP of Information Risk from 2002 through April of 2017. At XL Global Services, he had global responsibility for overall Information Risk Management program, including the company’s information risk and security strategies, tactics, planning, governance, architecture, and operations. Mr. Cameron is an expert at navigating the complex global regulatory environment (GDPR, HIPAA, NYDFS, ITAR) and US regulatory regime as it pertains to the Committee on Foreign Investment in the United States (CFIUS). As a firm believer in security for both individuals and enterprises, Mr. Cameron achieved an “All Star” designation from Risk and Insurance magazine for his ongoing peer recognition in security awareness and education. One of these unique initiatives raised over $10,000 for Medicine Sans Frontier. As an active member of various global security consortiums including the FS-ISAC and the European-based Information Security Forum (ISF), he participated in thought leadership efforts to create a global information security culture. Additionally, he continuously participates in round table and panel discussions at international conferences to further entrench the security mindset and awareness. Mr. Cameron holds and maintains a Certified Information Systems Security Professional (CISSP) designation and an Associates in Business from the University of Phoenix.


Jing Huang, 44
Director

Ms. Huang currently serves as Senior Vice President, Head of Individual Business at Oscar Health, Inc. (NYSE: OSCR), a technology-driven health insurance company dedicated to creating a better healthcare experience for members with inclusive products and services. She served as Senior Vice President, Commercial Finance, at Oscar Health, Inc. from February 2020 to October 2020. Ms. Huang has prior experience at the multinational fintech giant Ant Group, where she acted as President and Chief Executive Officer of Ant Technologies US and Head of Intelligent Product and Services at Ant Financial from October 2017 to June 2019, focusing on inclusive financial service innovation and partnership. Prior to joining Ant Financial, Ms. Huang was Senior Managing Director, Global Treasury from April 2016 to September 2017 at AIG, a multi-line global insurer, responsible for group capital assessment including rating agency and Basel requirements, engagement in the development of IAIS Insurance Capital Standards, and various regulatory requirements with domestic and international regulators. At AIG, Ms. Huang also worked as a Managing Director, Global Actuarial from January 2011 to March 2014, and Senior Managing Director, Global Head of Insurance Company Capital and Asset Liability Management from March 2014 to April 2016. Ms. Huang was an adjunct faculty member of Columbia University’s Masters of Science program, Enterprise Risk Management. She holds a Bachelor of Science degree in Physics from Fudan University and a Ph.D. in Computational Biology from New York University.


Andrey Novikov, 50
Director

Mr. Novikov has since June of 2019 acted as Chief Executive Officer of Cardpay Mexico SAPI de CV, a Europe-based provider of physical and virtual payment services in Mexico. The company offers a wide range of services and a global merchant acquirer on a mission to enable fast, convenient, and secure payments for the businesses worldwide. Meanwhile, since November of 2019, he acts as Chief Financial Officer of Yunhong International (NASDAQ: ZGYH), a Cayman Islands SPAC. Since 2014, Mr. Novikov serves as a member of the Board of Directors of Innovative Payment Solutions, Inc. (OTC: IPSI), a US-based provider of physical and virtual payment services in Mexico. From 2008 to 2014, Mr. Novikov served as Vice President of QIWI PLC (NASDAQ: QIWI) and was primarily responsible for international business development and merger and acquisition transactions. From 1999 to 2007, Mr. Novikov served as the Deputy Director General of Bela Catarina Ltd., a Portuguese-Russian trading and manufacturing company. His responsibilities included negotiating with customers and partners in foreign countries, organizing the marketing events in Russia and Belarus, and implementing new sales analysis methods for business development and expansion. From 1996 to 1999, Mr. Novikov founded and managed Kvalitet Ltd., a trade company where he was involved in business development and implementation of innovative sales technology. He received an undergraduate degree from Moscow State Technological University Stankin.


Kevin Chen, 44
Director

Mr. is Chairman and Chief Executive Officer of Edoc Acquisition Corporation (NASDAQ: ADOC), a SPAC focused on businesses in the North American and Asian-Pacific healthcare and healthcare provider sectors, since August of 2020. Mr. Chen also has since February of 2019 served as a member of the board of directors of Horizon Global Access Fund, a segregate, Cayman Islands-based, portfolio of Flagship Heathcare Properties Fund, which is a leading U.S. Heathcare REIT. Mr. Chen has also acted as Chief Investment Officer and Chief Economist of Horizon Financial, a New York-based investment management firm that offers cross-border solutions for global clients, with a specialty in investment in U.S. healthcare facilities, since January of 2018. He is responsible for advising clients investing in healthcare facilities in the United States. In addition, Mr. Chen currently serves as a Manager of ACM Macro LLC, a registered investment advisor and affiliated entity of Horizon Financial Advisors LLC. He took this position in June 2017. From 2013 to 2017, Mr. Chen managed portfolios at several investment firms that were not registered with FINRA. From January of 2017 to June 2017, Mr. Chen acted as Chief Strategist at Hywin Capital Management, LLC. Mr. Chen was the Chief Investment Officer at Three Mountain Capital Management LP from August of 2013 until January of 2017. He has extensive experience with and has cultivated a broad network in investment management, particularly in the context of healthcare facilities. In his extensive business experience, Mr. Chen held essential positions such as co-founder and vice-chairman of the Absolute Return Investment Management Association of China, director of asset allocation at Morgan Stanley from August 2004 to August 2008, and manager at China Development Bank from September 1998 to August 2000. Kevin has been a guest speaker at Harvard University, Fordham University, Pace University, and IESE Business School. He is a former member of the Adjunct Advisory Committee and former Interim Head of the Private Sector Concentration program of Master of Science in Global Affairs, New York University, and has been an adjunct professor in the Center for Global Affairs there since 2012. He received his PhD in Finance from the Financial Asset Management Engineering Center at University of Lausanne, Switzerland, an MBA in Finance from the Center for Economic Research, Tilburg University in the Netherlands, and a B.A. in Economics from the Renmin University of China in Beijing, China.