Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp. and INFINT Capital LLC

Exhibit 10.10

Execution Version

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, Currenc Group Inc., an exempted company limited by shares incorporated under the Laws of the Cayman Islands (the “Borrower”), hereby promises to pay, subject to the terms and conditions set forth herein, to INFINT Capital LLC, a Delaware limited liability company (the “Lender”), the sum of US $603,623.00 (the “Loan”). This promissory note (the “Note”) has been issued to the Lender as evidence of the working capital loans provided by the Lender to Borrower to finance working capital expenses. This Note amends, replaces and supersedes in its entirety that certain unsecured promissory note, dated September 13, 2024, issued by the Borrower in favor of the Lender in the principal amount of up to $400,000 (the “Original Note”), and any unpaid principal balance of the indebtedness evidenced by the Original Note is being merged into and will hereafter be evidenced by this Note.

Subject to the terms and conditions set forth herein, the Loan shall be due and payable in 10 equal monthly installments of $60,362.30 with the (i) first payment commencing on October 30, 2024 and the remaining payments continuing regularly and monthly thereafter on the 30^th day of each such month (unless the 30^th is not on a business day in which case the payment shall be made on the first business day prior to the 30^th day of such month) and (ii) last payment being made on July 30, 2025; provided, that, if Borrower closes an equity or debt financing of at least $10,000,000 prior to the Maturity Date, the full amount outstanding under the Loan will be paid by the Lender on the closing date of such financing.

Notwithstanding anything else herein, the Borrower shall be entitled to repay the sum owing hereunder, in full or in part, at any time without notice, bonus or penalty unless earlier accelerated upon the occurrence of an Event of Default (as defined below).

Borrower hereby represents and warrants to the Lender on the date hereof as follows: (a) Borrower is an exempted company duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands; (b) Borrower has the requisite power and authority, and the legal right, to execute and deliver this Note, and to perform its obligations hereunder; (c) the execution and delivery of this Note by Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws; Borrower has duly executed and delivered this Note; (d) no consent or authorization of, filing with, notice to, or other act by, or in respect of, any governmental authority or any other person or entity is required in order for Borrower to execute, deliver, or perform any of its obligations under this Note; (e) the execution and delivery of this Note and the consummation by Borrower of the transactions contemplated hereby do not and will not (i) violate any law applicable to Borrower or by which any of its properties or assets may be bound or (ii) constitute a default under any agreement or contract by which Borrower may be bound; (f) this Note is a valid, legal, and binding obligation of the Borrower, enforceable against Borrower in accordance with its terms; and (g) no action, suit, litigation, investigation, or proceeding of, or before, any arbitrator or governmental authority is pending or, to the knowledge of Borrower, threatened by or against Borrower or any of its property or assets (i) with respect to this Note or any of the transactions contemplated hereby or (ii) that could reasonably be expected to materially adversely affect Borrower’s financial condition or the ability of Borrower to perform its obligations under this Note.

After the Loan has been fully satisfied, including the principal amount of the Note together with all accrued interest, the Lender agrees to surrender this Note to Borrower for cancellation thereof.

The following constitute an event of default hereunder (each, an “Event of Default”):

Borrower and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Lender under the terms of this Note, and all benefits that might accrue to Borrower by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Borrower agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Lender.

Borrower hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Lender, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other provisions of this Note, and agrees that additional borrowers, endorsers, guarantors, or sureties may become parties hereto without notice to Borrower or affecting Borrower’s liability hereunder.

BORROWER AGREES THAT ALL OF ITS PAYMENT OBLIGATIONS HEREUNDER SHALL BE ABSOLUTE, UNCONDITIONAL AND, FOR THE PURPOSES OF MAKING PAYMENTS HEREUNDER, BORROWER HEREBY WAIVES ANY RIGHT TO ASSERT ANY SETOFF, COUNTERCLAIM OR CROSS-CLAIM.

FURTHER, BORROWER WAIVES (I) ANY NOTICE OR HEARING PRIOR TO THE TAKING POSSESSION OR CONTROL BY LENDER OF ANY COLLATERAL GIVEN BY THE UNDERSIGNED, (II) THE POSTING OF ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF ITS RIGHTS OR REMEDIES, INCLUDING THE ISSUANCE OF AN IMMEDIATE WRIT OF POSSESSION, AND (III) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION OF LAWS.

THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF.

The validity and construction of this Note shall be governed by the laws of the State of New York (without reference to its conflicts of law principles), and to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted.

This Note may not be waived, changed, modified or discharged except by an agreement in writing signed by the Lender and the Borrower. This Note shall be binding upon the Borrower and their executor and assigns and shall inure to the benefit of and be enforceable by the Lender and their executors and assigns.

All notices hereunder to the Borrower or the Lender shall be given in the manner specified from time to time by the parties. The Borrower hereby waives presentment for payment, notice of non-payment, protest and notice of protest of this Note and diligence in collection or bringing suit.

The rights and obligations of the Borrower and the Lender hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise), provided that this Note may not be offered for sale, pledged, hypothecated, or otherwise encumbered, transferred or disposed of by the Lender without the prior written consent of the Borrower, and may not be assigned, transferred or negotiated by the Borrower to any person without the prior written consent of the Lender.

If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

This Note may be executed in multiple counterparts and delivered by facsimile or other means of electronic communication, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF this Note has been executed and delivered by the Borrower as of the date first written above.

ACKNOWLEDGED AND AGREED to by the Lender as of the date first written above.

[Signature Page to Promissory Note]

IN WITNESS WHEREOF this Note has been executed and delivered by the Borrower as of the date first written above.

ACKNOWLEDGED AND AGREED to by the Lender as of the date first written above.

[Signature Page to Promissory Note]