Exhibit 10.1





 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of November 23, 2021 by and between InFinT
Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-256310 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which
consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and
one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public
offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities
and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark
Investments, LLC (previously known as Kingswood Capital Markets, division of Benchmark Investments, LLC), as Representative (the “Representative”)
to the underwriters (the “Underwriters”) named therein; and


 


WHEREAS,
as described in the Prospectus, $173,912,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined
in the Underwriting Agreement) (or up to $199,999,880 if the Underwriters’ option to purchase additional units is exercised in
full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
(the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued
in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is
referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”);
and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $5,217,360 or $5,999,964 if the Underwriters’ option
to purchase additional units is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable
by the Company to the Underwriter upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee
hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in
accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase
Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United States, maintained
by Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)
Manage, supervise and administer the Trust Account subject
to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of
the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs
(d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule),
which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any other
securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the
Company’s instructions hereunder; while account funds are invested or univested the Trustee may earn bank credits or other consideration;


 




    	 



     


    

 


(d)
Collect and receive, when due, all principal, interest
or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e)
Promptly notify the Company and the Representative of
all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f)
Supply any necessary information or documents as may
be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating
to assets held in the Trust Account;


 


(g)
Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h)
Render to the Company monthly written statements of
the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after
and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”)
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company
by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the
Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its income taxes (which interest shall be net of taxes payable and less up to $100,000
of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or
(y) upon the date which is the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by
the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association,
if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (which interest
shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders
of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially
deposited in the Trust Account;


 


(j)
Upon written request from the Company, which may be
given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”),
withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company
to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property,
which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company
shall forward such payment to the relevant taxing authority, so long as there is no reduction in the principal amount per share initially
deposited in the Trust Account; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make
such distribution so long as there is no reduction in the principal amount per share initially deposited in the Trust Account (it being
acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust
Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said
funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)
Upon written request from the Company, which may be
given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal
Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares
the amount required to pay redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s amended and restated memorandum
and articles of association; and


 




    	 



     


    

 


(l)
Not make any withdrawals or distributions from the Trust
Account other than pursuant to Section 1(i), (j) or (k) above.


2.
Agreements and Covenants of the Company. The
Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing,
signed by the Company’s Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition,
except with respect to its duties under Sections 1(i), (j) or (k) hereof, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given
by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions
in writing;


 


(b)
Subject to Section 4 hereof, hold the Trustee harmless
and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered
by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this
Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses
resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice
of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification
under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain
the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may
not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c)
Pay the Trustee the fees set forth on Schedule A hereto,
including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification
by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it
is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance
fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees
or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;


 


(d)
In connection with any vote of the Company’s shareholders
regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company
and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector
of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;


 


(e)
Provide the Underwriters with a copy of any Termination
Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account
promptly after it issues the same;


 


(f)
Unless otherwise agreed between the Company and the
Underwriters, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form
of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Underwriters prior
to any transfer of the funds held in the Trust Account to the Company or any other person;


 


(g)
Instruct the Trustee to make only those distributions
that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under
this Agreement;


 


(h)
If the Company seeks to amend any provisions of its
amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to
allow redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the
Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other
provision relating to shareholders’ rights or pre-initial Business Combination activity (in each case, an “Amendment”),
the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing
instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment;
and


 




    	 



     


    

 


(i)
Within five (5) business days after the Underwriters
exercise their option to purchase additional units (or any unexercised portion thereof) or such option to purchase additional units expires,
provide the Trustee with a notice in writing of the total amount of the Deferred Discount.


 


3.
Limitations of Liability. The Trustee shall have
no responsibility or liability to:


 


(a)
Imply obligations, perform duties, inquire or otherwise
be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;


 


(b)
Take any action with respect to the Property, other
than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of
the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)
Institute any proceeding for the collection of any principal
and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and
until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)
Change the investment of any Property, other than in
compliance with Section 1 hereof;


 


(e)
Refund any depreciation in principal of any Property;


 


(f)
Assume that the authority of any person designated by
the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company
shall have delivered a written revocation of such authority to the Trustee;


 


(g)
The other parties hereto or to anyone else for any action
taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment,
except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected
in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel
may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which
the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons.
The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any
of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if
the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(h)
Verify the accuracy of the information contained in
the Registration Statement;


 


(i)
Provide any assurance that any Business Combination
entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(j)
File information returns with respect to the Trust Account
with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable
by the Company, if any, relating to any interest income earned on the Property;


 


(k)
Prepare, execute and file tax reports, income or other
tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether
such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except pursuant to Section
1(j) hereof;


 


(l)
Verify calculations, qualify or otherwise approve the
Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1 (k) hereof.


 




    	 



     


    

 


4.
Trust Account Waiver. The Trustee has no right
of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby
irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee
has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the
Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any
monies in the Trust Account.


 


5.
Termination. This Agreement shall terminate as
follows:


 


(a)
If the Trustee gives written notice to the Company that
it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which
the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and
statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company
does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit
an application to have the Property deposited with any court in the State of New York or with the United States District Court for the
Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation
of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6.
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the
Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and
the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party
must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential
information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information
supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary,
Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or
willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or
transmission of the funds.


 


(b)
This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result
in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts,
each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof (which sections may not
be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and
Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment
will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote
to amend this Agreement (x) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with
an initial Business Combination or an Amendment or to redeem 100% of its Ordinary Shares if the Company does not complete its initial
Business Combination within the time frame specified in the Company’s amended and restated memorandum and articles of association)
or (y) with respect to any other provisions relating to shareholders’ rights or initial pre-Business Combinations activity, this
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.


 




    	 



     


    

 


(d)
The parties hereto consent to the jurisdiction and venue
of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS
TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)
Any notice, consent or request to be given in connection
with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier
service, by certified mail (return receipt requested), by hand delivery or by electronic mail:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


Email:


Email:
fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


 


if
to the Company, to:


 


InFinT
Acquisition Corporation

32 Broadway, Suite 401


New
York, NY 10004

Attn: Alexander Edgarov

Email: sasha@infintspac.com


 


in
each case, with copies to:


K&L
Gates LLP

K&L Gates LLP, 599 Lexington Avenue


New
York, NY 10022


Attn:Matthew
Ogurick


Email:Matthew.Ogurick@klgates.com


and


 


EF
Hutton, division of Benchmark Investments, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


Attention:
Mr. Joseph T. Rallo


Email:
jrallo@efhuttongroup.com


 


and


 


Ortoli
Rosenstadt LLP


366
Madison Avenue, 3rd Floor


New
York, New York 10017


Tel:
(212) 588-0022


Attn.:William
S. Rosenstadt, Esq.


Email:wsr@orllp.legal


 


(f)
Each of the Company and the Trustee hereby represents
that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account,
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(g)
This Agreement is the joint product of the Trustee and
the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall
not be construed for or against any party hereto.


 


(h)
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery
of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.


 


(i)
Each of the Company and the Trustee hereby acknowledges
and agrees that each of the Underwriters is a third-party beneficiary of this Agreement.


 


(j)
Except as specified herein, no party to this Agreement
may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature
Page Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:
    	/s/
    Francis Wolf
	 	Name:
    	Francis
    Wolf
	 	Title:	Vice
    President
	 	 
	 	INFINT
    ACQUISITION CORPORATION
	 	 
	 	By:	/s/ Alexander
    Edgarov 
	 	Name:
    	Alexander
    Edgarov
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Investment Management Trust Agreement]


 




    	 



     


    

 


SCHEDULE
A


 


	Fee
    Item	 	Time
    and method of payment	 	Amount
	Initial
    acceptance fee	 	Initial
    closing of IPO by wire transfer	 	$3,500.00
	Annual
    fee	 	First
    year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or
    check 	 	$10,000.00
    
	Transaction
    processing fee for disbursements to Company under Sections 1(i), (j), and (k)	 	Billed
    by Trustee to Company under Section 1	 	$250.00
    
	Paying
    Agent services as required pursuant to Section 1 (i) and 1(k)	 	Billed
    to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	Prevailing
    rates


 




    	 



     


    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
Date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account Termination Letter


 


Dear
Mr.Wolf & Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between InFinT Acquisition Corporation (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of November 23, 2021 (the “Trust Agreement”), this is
to advise you that the Company has entered into an agreement with (the “Target Business”) to consummate a business combination
with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two
(72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination
(the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.’


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account,
and to transfer the proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Underwriters
(with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while
the funds are on deposit in said trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor
the Representative will earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief Financial Officer or other authorized
officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders,
if a vote is held and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the
funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business
day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very
    truly yours,
	 	 
	 	InFinT
    Acquisition Corporation
	 	      
	 	By:	         
	 	Name:	 
	 	Title:	 


 


	cc:	EF
    Hutton 


 




    	 



     


    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
Date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: : Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account Termination Letter


 


Dear
Mr.Wolf & Ms. Gonzalez


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between InFinT Acquisition Corporation (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of November 23, 2021 (the “Trust Agreement”), this
is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”)
within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the
Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders.
The Company has selected as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive
their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds
while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying
Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement
and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any
payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very
    truly yours,
	 	 
	 	InFinT
    Acquisition Corporation
	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 


 


	cc:	EF
    Hutton


 




    	 



     


    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
Date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account Tax Payment Withdrawal Instruction


 


Dear
Mr.Wolf & Ms. Gonzalez


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between InFinT Acquisition Corporation (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of November 23, 2021 (the “Trust Agreement”), the
Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	 
	 	InFinT
    Acquisition Corporation
	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 


 


	cc:	EF
    Hutton


 




    	 



     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
Date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account Shareholder Redemption Withdrawal Instruction


 


Dear
Mr.Wolf & Ms. Gonzalez :


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between InFinT Acquisition Corporation (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of November 23, 2021 (the “Trust Agreement”), the
Company hereby requests that you deliver to the Company’s shareholders $ of the principal and interest income earned on the Property
as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


Pursuant
to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought, and had approved, an Amendment. Accordingly,
in accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and
to transfer $[●] of the proceeds of the Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution
to the shareholders that have requested redemption of their shares in connection with such Amendment.


 


	 	Very
    truly yours,
	 	 
	 	InFinT
    Acquisition Corporation
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 


	cc:	EF
    Hutton