Item 1.01. Entry into a Material Definitive Agreement
The information contained in Item 2.01 below relating to the Acquisition
Agreement ("the "Agreement") described therein is incorporated herein by
reference.
Item 2.01 Completion of an Acquisition or Disposition of Assets.
On December 22, 2022, AsiaFIN Holdings Corp. ("we", "us" or the "Company",
"AsiaFIN"), executed an Acquisition Agreement ("the "Agreement") with StarFIN
Holdings Limited. ("SFHL"), a private limited company organized under the laws
of British Virgin Islands, and the shareholders of SFHL. Pursuant to the
Agreement, we purchased 10,000 shares of SFHL (the "SFHL Shares"), representing
all of the issued and outstanding shares of common stock of SFHL. As
consideration, we agreed to issue to the shareholders of SFHL 8,232,038 shares
of our common stock, at a value of $1.10 per share, for an aggregate value of
$9,055,242. We consummated the acquisition of SFHL on February 23, 2023. It is
our understanding that the shareholders of SFHL are not U.S. Persons within the
meaning of Regulations S. Accordingly, the Shares are being sold pursuant to the
exemption provided by Section 4(a)(2) of the Securities Act of 1933. The
foregoing description of the Agreement is qualified in its entirety by reference
to such agreement which is filed as Exhibit 10.1 to this Current Report and is
incorporated herein by reference.
SFHL is an investment holding company based in British Virgin Islands (BVI). It
offers a range of system solutions services naming from Payment Processing,
Robotic Process Automation (RPA), and Regulatory Technology (RegTech) services
through its wholly owned subsidiaries, which are StarFIN Asia Sdn Bhd.,
OrangeFIN Asia Sdn. Bhd., OrangeFIN Academy Sdn. Bhd., Insite MY Innovations
Sdn. Bhd., and Insite MY Systems Sdn. Bhd. As a result of our acquisition of
SFHL, we believe it will create competitive advantage and business synergies
mutually for AsiaFIN and SFHL.
Wong Kai Cheong, our Chief Executive Officer, President, Director, Secretary and
Treasurer is also the director of SFHL. Wong Kai Cheong holds 29.94% of our
issued and outstanding securities and 57.10% of the issued and outstanding
securities of SFHL. Hoo Swee Ping, the director of SFHL, holds 10.91% of our
issued and outstanding securities and 40.22% of the issued and outstanding
securities of SFHL. Cham Hui Yin, our Finance Manager, holds 0.48% of the issued
and outstanding securities of SFHL. Upon the consummation of the Acquisition,
Wong Kai Cheong, Hoo Swee Ping and Cham Hui Yin received 8,051,511 shares of our
restricted common stock collectively.
2
CORPORATE HISTORY
AsiaFIN Holdings Corp., (the "Company") was incorporated in Nevada on June 14,
2019. Our principal executive office is currently located at Suite 30.02, 30th
Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
Our principal telephone number at such location is +603 21487170. Our website is
at: https://asiafingroup.com and information contained on our web site is not
part of this Current Report on Form 8-K or our other filings with the Securities
and Exchange Commission ("SEC").
Initially, the Company, through its subsidiaries is in the business of providing
market research studies and consulting services to its client, which are
primarily in the payment solution industry. On December 22, 2022, we have
acquired StarFIN Holdings Limited. ("SFHL"), a private limited company organized
under the laws of British Virgin Islands.
As a result of our acquisition of SFHL, we have broadened our service offerings
in the technology industry such as providing payment processing solution,
software solution on regulatory and financial reporting (RegTech), and Robotic
Process Automation software solution across Asia.
Acquisition of SFHL
Upon our acquisition of SFHL, our corporate structure is below:
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DESCRIPTION OF OUR BUSINESS
Overview
We offer a range of system solutions in Payment Processing, Robotic Process
Automation (RPA), and Regulatory Technology (RegTech) to financial institutions,
regulatory agencies, professional service providers and private enterprises from
various industries, with existing client in the Asia region. SFHL has over 60
key bank customers on payment processing and our Robotic Process Automation
solution company has more than 100 customers in Asia.
Payment Processing
We have our own web-based payment processing system for check clearing used in
central banks, financial institutions and payment system providers. This
image-based check truncation system (CTS) is similar to the one used in the
United States of America, under the CHECK21 standards. Our CTS systems are sold
in Malaysia, Singapore, Indonesia, Philippines, Myanmar, Thailand, Pakistan and
Bangladesh.
We also have a ISO20022 compliant payment gateway solutions for central bank and
financial institutions that is capable of supporting the Straight Through
Processing (STP) of all types of payment transactions (including SWIFT,
Real-Time Gross Settlement (RTGS), GIRO (NACHA standards) and FAST payment and
extendable to interface with various types of payment gateways. Our STP payment
gateway are sold in Malaysia, Myanmar and Indonesia.
3
RegTech
We have a regulatory and financial reporting (RegTech) system which conform to
XBRL reporting standards and other compliance reporting required by Regulatory
agencies such as Central Bank, Securities Commission, Tax Authority Department
and Companies Registry. Our reporting platform covers financial statistic
reporting, credit risk exposure and analysis, risk management reports, FATCA &
CRS reporting, external sector reporting, Goods and Services Tax (GST) reporting
for reporting entities. We have more than 20 financial institutions using our
platform.
Robotic Process Automation
We have our own Artificial Intelligent (AI) based, Robotic Process Automation
Software (RPA) solutions for financial institutions, large corporations and
small medium enterprises. RPA utilises software Robots for the automation of
mundane, labour intensive, manual computer operations. Robots are utilized for
the processes where it helps to reduce operational costs and also costs arising
from human error. Our system automate the capturing of customer information from
identity cards, passports and other identification peripherals. Our solution
automatically extract data from customers' identity card, passport, etc. and
immediately fill-in the forms, eliminating the friction and errors caused by
manual input, through Intelligent Character Recognition technology and other AI
based technologies. Information extracted from an official identification
document will then be checked against existing financial institutions database
for regulatory screening in Internal Blacklist Check, Anti Money Laundering,
Credit Scoring Check, FATCA, Common Reporting Standard (CRS) and ESG reporting,
etc.
Industry Overview
Payment Market
Southeast Asia's booming digital payment market is expected to hit $2 trillion
by transaction value in 2030, ballooning threefold over a decade earlier, as
more fintech and digital banks emerge from the best-funded segment in the
region, according to a new Google-led study. According to BlueWeave consulting
firm, it expects the market size to grow at a robust CAGR of 21.1% during the
forecast period (2022-2028) recording a value of $67.42 billion by 2028. 2
The growth in digital payments parallels the continued growth of internet users
in Southeast Asia, who are expected to number 460 million this year. After years
of acceleration, however, the report said digital adoption is "normalizing,"
with new users expected to total 20 million in 2022, about half as many as were
added in 2020 and 2021.3
The rise of e-commerce and the O2O market has created many scenarios for people
to adopt mobile payments in recent years. According to WorldPay, digital/mobile
wallet is expected to occupy 60.2% of e-commerce payments by 2024 in the
Asia-Pacific region, followed by credit card (16.1%)4
Robotic Process Automation
Robotic Process Automation (RPA) also called "intelligent automation" or "smart
automation" refers to advanced technologies that can be programmed to perform a
series of tasks, like data manipulation, triggering responses, and creating
necessary communication with other processes and systems. RPA is similar to
traditional IT automation but the major difference between these technologies is
that RPA is, itself, capable of learning and is adaptive to changing
circumstances, while a traditional IT automation system is not.5 The Global
Robotic Process Automation Market (RPA) Size accounted for $1.89 billion in 2021
and is projected to expand at a compound annual growth rate (CAGR) of 38.2% from
2022 to 2030.6
The Asia-Pacific region has the fastest-growing Robotic Process Automation
market share, with significant growth being observed in countries such as China,
India, and Australia. The increasing adoption of RPA by the manufacturing and
business process outsourcing (BPO) sectors in the Asia-Pacific region is driving
the growth of the RPA market in this region.7 The Asia-Pacific robotic process
automation in information technology market is expected to develop with a CAGR
of 25.95%, during the forecast years of 2021 to 2028.8
Regulatory Technology
Regulatory Technology (RegTech) is the management of regulatory processes within
the financial industry via technology, including regulatory monitoring,
reporting and compliance. In recent years, there has been a strong regulatory
focus on financial crime. The key drivers of RegTech adoption consist of
. . .
Item 9.01. Financial Statements and Exhibits
(a) Consolidated Financial Statements of Business Acquired
The audited consolidated financial statements of StarFIN Holdings Limited.
Required to be filed pursuant to Item 9.01(a) is incorporated herein by
reference to Exhibit 99.1.
(b) Pro Forma Financial Information
The unaudited pro forma financial information required by Item 9.01(b) of Form
8-K is incorporated herein by reference to Exhibit 99.2.
(c) Exhibits
Exhibit
Number Description
3.1 Certificate of Incorporation (1)
3.2 Bylaws (1)
10.1 Acquisition Agreement in respect of approximately 100% of the
issued share capital of StarFIN Holdings Limited., dated December
22, 2022
99.1 StarFIN Holdings Limited Consolidated Financial Statements Years
Ended December 31, 2022 and 2021 and Report of Independent
Registered Public Accounting Firm
99.2 AsiaFIN Holdings Corp. Unaudited Pro Forma Financial Statements
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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ASIAFIN HOLDINGS CORP. 
