Exhibit
10.12


 


15
March 2022


 


SEAMLESS
GROUP INC.


as
Borrower


 


AND


 


REGAL
PLANET LIMITED


as
Lender


 





 



 


LOAN
AGREEMENT


 





 



 




    	 



     


    

 


THIS
LOAN AGREEMENT is made on the 15th day of March 2022 in Hong Kong by and


 


BETWEEN


 


SEAMLESS
GROUP INC., formerly known as TNG FinTech Group Inc., a limited liability company incorporated in the
Cayman Islands whose registered office is located at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and its principal
office is located at 21/F Olympia Plaza, 255 King’s Road, North Point, Hong Kong (the “Borrower”);


 


 AND




 


REGAL
PLANET LIMITED, a limited liability company incorporated under the laws of the British Virgin Islands
with its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
(the “Lender”).


 


RECITALS


 


	A.	As
    of the date of this Loan Agreement, the Lender is the legal and beneficial owner of 79.2 per cent of the total number of issued shares
    of the Borrower.
	 	 
	B.	The
    Lender has secured a loan of Hong Kong Dollars four million and seven hundred thousand (HKD5,000,000) from a third party at an interest
    rate of 15% per annum and proposes to inject into the Borrower as a shareholder loan so that the Borrower shall use the funds to
    settle its financial commitments and/or repay other loans owed to third parties (“the “Loan”).
	 	 
	C.	The
    Borrower and Lender agree to enter into this Loan Agreement to document their intention that the Loan would not be an interest-free
    loan (as similar to other shareholder loan(s) that the Lender had made available to the Borrower previously) and this Loan shall
    bear interests of 15% per annum.


 


IN
CONSIDERATION of the mutual covenants contained herein, each of the Lender and the Borrower hereby
agree as follows:


 


	1.	Loan
	 	 
	 	Subject
    to the provisions of this Loan Agreement, the Lender shall make available to the Borrower the Loan in an aggregate principal amount
    of Hong Kong Dollars Five Million (HKD5,000,000).


 




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	2.	Purpose
    of the Loan
	 	 
	 	To
    inject to the Borrower as a shareholder loan so that the Borrower shall use the funds to settle its financial commitments and/or
    repay other loans owed to third parties.
	 	 
	3.	Maturity
    Date
	 	 
	 	The
    Loan shall be made available to the Borrower from the date of this Loan Agreement, or a later date as mutually agreed in writing
    by the Lender and the Borrower, and the Borrower shall repay the Loan to the Lender in by 14 December 2023 after it is drawn down.
	 	 
	4.	Availability
    Period
	 	 
	 	The
    period commencing on the date of this Loan Agreement and ending on the Maturity Date under Clause 3 when the Borrower agrees to repay
    the Loan to the Lender (the “Availability
    Period”). The Lender may at its sole discretion to terminate this Loan Agreement at any time
    and the Borrower shall repay the loan outstanding in full amount prior to or upon the termination of this Loan Agreement. Any amount
    not drawn as of the end of the Availability Period shall be automatically cancelled.
	 	 
	5.	Draw-down
	 	 
	 	The
    Borrower may on any Business Day during the Availability Period request the Lender to make the any amount available under the Loan
    to the Borrower’s bank account in Hong Kong as specified in Appendix, provided that:


 


	 	a.	The
    Lender shall have received a duly completed notice of drawing at least one Business Day prior to the date of drawing; and
	 	 	 
	 	b.	No
    event of default or prospective Event of Default shall have occurred.


 


In
this Loan Agreement, “Business Day” means a day (excluding Saturday, Sunday and public holidays) on which banks are generally
open for business in Hong Kong.


 


	6.	Interest
    Period
	 	 
	 	15%
    per annum calculated on a monthly basis based on the actual number of days elapsed and a year of 365 days. The monthly interest payments
    are payable on the 15th day of each month proceeding from the date of this Loan Agreement and to be made to the bank account
    of the Lender as designated by the Lender from time to time.


 




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	7.	Repayment
	 	 
	 	The
    Borrower shall repay the loan outstanding in full amount at any time prior to or upon the termination of this Loan Agreement with
    the prior written consent of the Lender.
	 	 
	8.	Events
    of Default
	 	 
	 	Each
    of the following events and circumstances shall be an Event of Default: (i) the Borrower fails to pay any sum payable under this
    Loan Agreement; (ii) the Borrower fails duly and punctually to perform or comply with any of its respective obligations or undertakings
    hereunder; (iii) a creditor takes possession of all or any part of the business or assets of the Borrower or any execution or other
    legal process is enforced against the business or any assets of the Group and is not discharged within one month; (iv) the Borrower
    stops or suspends payments to its creditors generally or is unable or admits its inability to pay its debts as they fall due or seeks
    to enter into any composition or other arrangement with its creditors or is declared or becomes bankrupt or insolvent; or (v) the
    Borrower ceases or threatens to cease to carry on its business or any substantial part thereof or changes or threatens to change
    the nature or scope of its business.
	 	 
	9.	Expenses
	 	 
	 	Each
    party shall be responsible for their respective costs and expenses incurred in relation to the negotiation and execution of this
    Loan Agreement.
	 	 
	10.	Notices
	 	 
	 	Any
    notice required or permitted to be given by or under this Loan Agreement shall be in writing and if to the Borrower and the Lender
    shall be given by delivering it to its correspondence address or email address shown below:


 


	 	The
    Borrower
	 	Address:	 	21/F
Olympia Plaza, 255 King’s Road, North Point, Hong Kong
	 	Email:	 	legal@tngfintech.com
	 	Attention:	 	Head
of Legal and Corporate Governance
	 	 	 	 
	 	The
    Lender
	 	Address:	 	21/F
    Olympia Plaza, 255 King’s Road, North Point, Hong Kong
	 	Email:	 	legal@tngfintech.com


 


	 	or
    to such other address in Hong Kong as the party concerned may have been notified to the other party pursuant to this Clause and may
    be given by sending it by hand to such address or by electronic transmission to such email address, or to such other address as the
    party concerned may have notified to the other parties in accordance with this Clause. Any such notice so addressed to the relevant
    parties shall be deemed to be served on the day of delivery or electronic transmission (or, if the day of delivery or transmission
    is not a Business Day or if the delivery or transmission is made after 5:00 pm Hong Kong time, deemed to be served on the immediately
    following Business Day), or if sooner upon acknowledgement of receipt by or on behalf of the party to which it is addressed.
	 	 
	11.
    	Governing
    Law
	 	 
	 	This
    Loan Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The parties irrevocably submit to the
    non-exclusive jurisdiction of the courts of Hong Kong.


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Loan Agreement to as of the date first above written.


 


	/s/
    Kong King Ong Alexander	 	 
	Signed
    by	 	)
	Kong
    King Ong Alexander, as director	 	)
	on
    behalf of	 	)
	SEAMLESS
    GROUP INC.	 	)
	in
    the presence of:	 	)
	 	 	)
	 	 	)
	 	 	 
	/s/
    Wong Wing Chi	 	 
	Signed
    by	 	)
	Wong
    Wing Chi, as director	 	)
	on
    behalf of	 	)
	REGAL
    PLANET LIMITED	 	)
	in
    the presence of:	 	)
	 	 	)
	 	 	)


 




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 Appendix




 


Borrower’s
Bank Account


 


	Account
    Holder Name:	 	TNG
    FinTech Group Inc. (now known as Seamless Group Inc.)
	Name
    of the Bank:	 	DBS
    Bank (Hong Kong) Limited
	Account
    Number:	 	016-478-783328615
	Account
    Currency:	 	HKD
	Bank
    Swift:	 	DHBKHKHH
	Country:	 	Hong
    Kong


 




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