Exhibit
10.11


 


26
August 2022


 


SEAMLESS
GROUP INC.


as
Borrower


 


AND


 


REGAL
PLANET LIMITED


as
Lender


 





 



 


LOAN
AGREEMENT


 





 



 




    	 



    	 



    

 


THIS
LOAN AGREEMENT is made on the 26th day of August 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 five million (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.


 


	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.


 






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	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:	ronnie.hui@tngfintech.com
	 	Attention:	Chief Executive Officer


 


	 	The
Lender	 
		Address:	21/F
                                            Olympia Plaza, 255 King’s Road, North Point, Hong Kong
	 	Email:	alex@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/
    Hui Ka Wah	 	 
	Signed
    by	)	 
	Hui
    Ka Wah, Ronnie, as director	)	 
	on
    behalf of	)	 
	SEAMLESS
    GROUP INC.	)	 
	in
    the presence of:	)	 
	 	)	 
	 	)	 



 


	/s/ Kong King Ong Alexander	 	 
	Signed by	)	 
	Kong King Ong Alexander, 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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