Exhibit 4.1


 


WARRANT
AGREEMENT


 


This
agreement (“Agreement”) is made as of November 23, 2021 between InFinT Acquisition Corporation, a Cayman Islands exempted
company, with offices at 32 Broadway, Suite 401, New York, NY 10004 (“Company”), and Continental Stock Transfer &
Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent
(the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of up to 19,999,880 units (including up to 2,608,680
units subject to the Over-allotment Option (as defined below)) (“Public Units”), each Public Unit comprised of one
share of Class A ordinary shares of the Company, par value $0.0001 per share (“Ordinary S hares”), and one-half of
one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment
as described herein, and, in connection therewith, will issue and deliver up to 9,999,940 warrants (including up to 1,304,340 warrants
subject to the Over-allotment Option) (the “Public Warrants”) to the public investors in connection with the Public Offering;
and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
File No. 333-256310 (“Registration Statement”), and a prospectus (the “Prospectus”) for the registration,
under the Securities Act of 1933, as amended (“Act”), of the Public Units, the Public Warrants and the Ordinary Shares
included in the Public Units; and


 


WHEREAS,
the Company has received binding commitments from InFinT Capital LLC (the “Sponsor”) to purchase up to an aggregate
of 7,796,842 warrants (including up to 764,262 warrants subject to the Over-allotment Option) (the “Private Warrants”) bearing
the legend set forth in Exhibit B hereto, in a private placement transaction to occur simultaneously with the consummation of the Public
Offering; and


 


WHEREAS,
the Company may issue up to 1,500,000 warrants (“Working Capital Warrants”) in satisfaction of certain working capital loans
the Sponsor or the Company’s officers, directors, initial stockholders (as defined in the Prospectus) or their affiliates may,
but are not obligated to, make to the Company; and


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and together
with the Public Warrants, Private Warrants and Working Capital Warrants, the “Warrants”) in connection with, or following
the consummation by the Company of, a Business Combination (defined below); and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and
to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set
forth in this Agreement.


 




    	 



     


    

 


2.
Warrants.


 


2.1.
Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board
of Directors or Chief Executive Officer and the Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the Company and
shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2. Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part
of, and be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent
and/or the facilities of The Depository Trust Company or other book-entry depositary system, in each case as determined by the Board
of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect
as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this
Agreement.


 


2.3.
Effect of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned
by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4.
Registration.


 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue
and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.


 


2.4.2.
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5. Detachability of Warrants. The securities comprising the Public Units will not be separately transferable until the 52nd day
following the date of the Prospectus or, if such 52nd day is not on a day, other than Saturday, Sunday or federal holiday, on which
banks in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding
Business Day following such date, or earlier with the consent of EF Hutton, division of Benchmark Investments, LLC (previously known
as Kingswood Capital Markets, division of Benchmark Investments, LLC.) (the “Representative”), but in no event
will the Representative allow separate trading of the securities comprising the Public Units until (i) the Company has filed a
Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of
the Public Offering including the proceeds received by the Company from the exercise of the underwriters’ over-allotment
option in the Public Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to
the filing of the Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading shall begin (the
“Detachment Date”); provided that no fractional Warrants will be issued upon separation of the Units and only whole
Warrants will trade.


 


2.6.
Private Warrant and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants will be issued in the
same form as the Public Warrants.


 


2.6.
[ Intentionally Omitted]


 


2.7.
Post IPO Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public
Warrants except as may be agreed upon by the Company.


 




    	 



     


    

 


3.
Terms and Exercise of Warrants


 


3.1. Warrant
Price. Each whole Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants),
entitle the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company
the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the
price per share at which the Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion
may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than fifteen (15)
Business Days; provided, that the Company shall provide at least five (5) days’ prior written notice of such reduction to
registered holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of the
Warrants.


 


3.2.
Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of 30 days after the consummation
by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration
Statement) or 12 months from the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur
of (i) five years from the consummation of a Business Combination, (ii) the Redemption Date as provided in Section 6.2 of this Agreement
and (iii) the liquidation of the Company (“Expiration Date”). The period of time from the date the Warrants will first
become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with
respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each Warrant not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the
Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written
notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all
of the Warrants.


 


3.3.
Exercise of Warrants.


 


3.3.1.
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may
be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such
Ordinary Shares, as follows:


 


(a)
in lawful money of the United States, by good certified check or wire payable to the Warrant Agent; or


 


(b)
in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of
Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair
Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last
sale price of the Ordinary Shares for the five (5) trading days ending on the third trading day prior to the date on which the
notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or


 


(c)
in the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) Business Days
after the closing of a Business Combination and there is not a current prospectus relating thereto, by surrendering such Warrants
for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares
underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market
Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market
Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(d), the “Fair Market
Value” shall mean the average reported last sale price of the Ordinary Shares for the five (5) trading days ending on the
trading day prior to the date of exercise.


 




    	 



     


    

 


3.3.2.
Issuance of Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book
entry position, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for
the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company
be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated
to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the
event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser
of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying
such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would
be unlawful.


 


3.3.3.
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


 


3.3.4. Date of Issuance. Each person in whose name any book entry position or certificate for Ordinary Shares is issued shall for all
purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position
representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book
entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the share transfer books or book entry system are open.


 


3.3.4. Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it
makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in
excess of 9.9% (the “M aximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to
such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and
its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the
determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the
remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of
the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of
this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “E xchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary
Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual
report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case may
be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth
the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the
Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then
outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or
exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding
Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease
the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such
increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 




    	 



     


    

 


4.
Adjustments.


 


4.1.
Stock Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
Ordinary Shares is increased by a stock dividend payable in Ordinary Shares, or by a split up of Ordinary Shares, or other similar event,
then, on the effective date of such stock dividend, split up or similar event, the number of Ordinary Shares issuable on exercise of
each Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.


 


4.2.
Aggregation of Shares. If after the date hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination,
reverse stock split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding Ordinary Shares.


 


4.3. Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of the Ordinary Shares or other shares of the Company’s
capital stock into which the Warrants are convertible (an “Extraordinary D ividend”), then the Warrant Price
shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the
fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid in
respect of such Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether or not any
shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an
Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any cash dividends
or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the
Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50
per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived
their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of
this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the
number of Ordinary Shares issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends
or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Ordinary
Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated
Memorandum and Articles of Association (as described in the Registration Statement) or (d) any payment in connection with the
Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for
purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35
and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period
ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after
the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all
cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of
(x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to
such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial
Business Combination, there were total shares outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000 of such
shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price
would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per
share.


 


4.4.
Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted,
as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon
the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares
so purchasable immediately thereafter.


 




    	 



     


    

 


4.5.
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary
Shares (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Ordinary Shares), or
in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which
the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary
Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have
the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary
Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification also results in a change
in the Ordinary Shares covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4
and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable
upon exercise of the Warrant.


 


4.6. Issuance
in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional
Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue
price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such
issuance to the Sponsor, the initial stockholders or their affiliates, without taking into account any of the Company’s Class
B Ordinary Shares, par value $0.0001 per share (the “Class B Ordinary Shares”), issued prior to the Public Offering and
held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued
Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination
(net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) Newly Issued Price, and
the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the
Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value” shall mean the
volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading day
prior to the date of the consummation of the Business Combination.


 


4.7.
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a
Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice to
each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date
of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.8.
No Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of
any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round up to the nearest whole number of Ordinary Shares to be issued to the Warrant holder.


 


4.9. Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that
the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 




    	 



     


    

 


4.10. Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an
adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to
effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such
adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in
such opinion.


 


4.11.
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an
adjustment to the conversion ratio of the Class B Ordinary Shares into Ordinary Shares or the conversion of the Class B Ordinary Shares
into Ordinary Shares, in each case, pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, as further
amended from time to time.


 


5.
Transfer and Exchange of Warrants.


 


5.1.
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants,
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated
Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2.
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book
entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor
one or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a
restrictive legend.


 


5.3.
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result
in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4.
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Private
Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital
Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial
stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their
affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an
entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the
holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of
descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for
cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business
Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the
Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to
the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other
similar transaction which results in all of the Company’s stockholders having the right to exchange their Ordinary Shares for
cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written
consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written
documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian
for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable
agreement the transferor is bound by.


 




    	 



     


    

 


5.7.
Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants
on or after the Detachment Date.


 


6.
Redemption.


 


6.1.
Redemption. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the
Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“R
edemption Price”), provided that the last sales price of the Ordinary Shares equals or exceeds $18.00 per share (subject to
adjustment in accordance with Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading days within
any thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third trading day prior to the
date on which notice of redemption is given and provided that there is an effective registration statement covering the Ordinary Shares
issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30- day redemption; provided,
however, that if and when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if
the issuance of Ordinary Shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable
state blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2. Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to
redemption, the Company shall fix a date for the redemption (the “Redemption D ate”). Notice of redemption shall
be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the
registered holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice
mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder
received such notice.


 


6.3.
Exercise After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to exercise their
Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary
to calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market Value”
in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon
surrender of the Warrants, the Redemption Price.


 


7.
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1.
No Rights as Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote
or to consent or to receive notice as stockholders in respect of the meetings of shareholders or the election of directors of the Company
or any other matter.


 




    	 



     


    

 


7.2.
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated,
or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3.
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4.
Registration of Ordinary Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
it shall use its best efforts to file with the SEC a registration statement for the registration, under the Act, of the Ordinary Shares
issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify
for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then
reside, the Ordinary Shares issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use
its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration
of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective
by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the
period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being
declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement
covering the shares of Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis”
as determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the Company
(which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis
in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the Ordinary Shares issued upon such exercise
will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under
the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and
until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or
deleted without the prior written consent of the Representative.


 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not
be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2.
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period
of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of
the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at
the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of
Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and
obligations.


 




    	 



     


    

 


8.2.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3.
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


8.3.
Fees and Expenses of Warrant Agent.


 


8.3.1. Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.


 


8.3.2.
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Agreement.


 


8.4.
Liability of Warrant Agent.


 


8.4.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Secretary or Chairman of the
Board of Directors of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken
or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2.
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith.
The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the
Warrant Agent’s fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3.
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the
validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company
of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as
to whether any Ordinary Shares will, when issued, be valid and fully paid and nonassessable.


 


8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of
Ordinary Shares through the exercise of Warrants.


 




    	 



     


    

 


9.
Miscellaneous Provisions.


 


9.1.
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns.


 


9.2.
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


InFinT
Acquisition Corporation 32 Broadway, Suite 401


New
York, NY 10004


Attn:
Alexander Edgarov, Chief Executive Officer


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on
the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company 1 State Street, 30th Floor


New
York, New York 10004 Attn: Compliance Department


 


with
a copy in each case to:


 


K&L
Gates LLP


599
Lexington Avenue New York, NY 10022 Attn: Matthew Ogurick


Email:
Matthew.Ogurick@klgates.com





 


and


Ortoli
Rosenstadt LLP 

Attn.: Tim Dockery

 Email: tld@orllp.legal


 


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


 


9.3. Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by 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. Subject to applicable law, the Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Act, shall be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 



    	 



     


    




 


Notwithstanding
the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange
Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Any
person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented
to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above,
is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District
of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an
“enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by
service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 


9.4.
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the registered holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement
shall be for the sole and exclusive benefit of the parties hereto (and the Representative with respect to Sections 7.4, 9.4, 9.8 hereof)
and their successors and assigns and of the registered holders of the Warrants.


 


9.5.
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant
Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6.
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7.
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


9.8.
Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose
of (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of
the Warrants and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained
herein, or (ii) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties
may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other
modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the
written consent or vote of the registered holders of at least 50% of the then outstanding Public Warrants. Notwithstanding the foregoing,
the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively,
without the consent of the registered holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the
prior written consent of the Representative.


 


9.9.
Trust Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust
account established by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust
Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.
In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely
against the Company and not against the property held in the Trust Account.


 


9.10. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of
any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 




    	 



     


    

 


EXHIBIT
A


FORM
OF WARRANT CERTIFICATE


[See
attached]


 




    	 



     


    

 


EXHIBIT
B LEGEND


 


[Signature
Page Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	INFINT
    ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/
    Alexander Edgarov
	 	Name:	Alexander
Edgarov
	 	Title:	CEO


 


	 	CONTINENTAL
    STOCK TRANSFER
	 	&
    TRUST COMPANY, as Warrant Agent
	 	 	 
	 	B
    y:	/s/
    Steven Vacante
	 	Name:	Steven
    Vacante
	 	Title:	Vice
    President


 


[Signature
Page to Warrant Agreement]