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United States securities and exchange commission logo
June 5, 2024
Lim Chun Hoo
Chief Executive Officer and Director
Fintech Scion Limited
M Floor & 1st Floor
No. 33, Jalan Maharajalela
50150, Kuala Lumpur, Malaysia
Re:Fintech Scion Limited
Amendment No. 1 to Registration Statement on Form S-1
May 10, 2024
File No. 333-278956
Dear Lim Chun Hoo:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed May 10, 2024
Overview, page 4
1.With a view to providing more balanced disclosure, please disclose here the amount of
your revenue for the most recently completed fiscal year and your net income/loss for the
most recently completed fiscal year.
2.Please clarify here that you currently operate in, and derive the bulk of your revenue from,
the United Kingdom and Malaysia.
3.Please balance the aspirational statements in this section with details about your actual
business operations. For example, in the fourth paragraph, where you state your "current
clientele encompasses an array of enterprises and organizations, spanning varied
sectors," please describe the industry sectors and types of customers you serve. If possible,
please provide specific examples. In addition, in the same paragraph, please identify the
"specific subset of online businesses that grapple with establishing and maintaining

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 FirstName LastNameLim Chun Hoo
Fintech Scion Limited
June 5, 2024
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physical bank accounts across multiple territories" that you are referring to and explain
why you think this is notable. Please make conforming revisions throughout the
prospectus.

Prospectus Summary, page 4
4.To the extent applicable, please revise here to disclose that certain shareholders may have
significant control over your company following the completion of this offering. In this
regard, we note your risk factor disclosure on page 36 that Lim Chun Hoo "has ownership
of approximately 14.88% of [y]our equity securities . . . and has the ability to exercise
significant control over [y]our business policies and other corporate matters, including, the
composition of our board of directors and any actions requiring the approval of our
shareholders, including the adoption of amendments to [y]our articles of incorporation, the
approval of a merger, share exchange or sale of substantially all of [y]our assets."
Competitive Strengths, page 6
5.We note your disclosure here and elsewhere discussing the "three layers" of the
competitive landscape. However, we also note that the tabular disclosure here illustrates
four layers. Please advise or revise here and elsewhere as appropriate to address this
discrepancy.
Corporate History and Structure, page 8
6.Please revise the diagram of your corporate structure on page 9 to identify the person(s) or
entity(ies) that own the remaining 45% equity interest of HWG Cash Singapore Pte Ltd.
In this regard, we note that FintechCashier Asia P.L.C. only appears to own 55% of the
HWG Cash Singapore's equity.
Risk Factors, page 16
7.We note your disclosure on page F-17 that "inflationary pressures also caused [y]our
forecasted expenses to increase" during the fiscal year ended December 31, 2023. To the
extent applicable, please update your risk factors to disclose how recent inflationary
pressures have materially impacted your business and operations. As examples only,
identify the types of inflationary pressures you are facing and how your business has been
affected.
8.We note your disclosure on page F-17 that your "discounted cash flows utilized a higher
risk-adjusted discount rate for the 2023 impairment test, primarily due to central banks
raising interest rates in 2023." To the extent applicable, please update your risk factors to
disclose the material impact of any rate increases on your operations and how your
business has been affected. For example, describe whether your borrowing costs have
recently increased or are expected to increase and your ability to pass along your
increased costs to your customers.

 FirstName LastNameLim Chun Hoo
 Comapany NameFintech Scion Limited
 June 5, 2024 Page 3
 FirstName LastNameLim Chun Hoo
Fintech Scion Limited
June 5, 2024
Page 3
We have a limited operating history with financial results that may not be indicative of future
performance . . ., page 16
9.Please revise the risk factor and risk factor heading to clearly disclose your history of net
losses.
Our reliance on the platform and internal systems from third parties may adversely affect our
business operations . . ., page 19
10.We note your disclosure that you are "are dependent on our relationship with a third-party
platform provider to provide us with a platform that facilitates transactions across various
payment options . . . and also facilitates user management services." To the extent your
business is materially dependent on this relationship, please revise to identify the third-
party platform and disclose the material terms of any agreements you have with it. Also,
please file any such agreements as exhibits to the registration statement or tell us why you
believe you are not required to do so. See Item 601(b)(10) of Regulation S-K.
We are subject to chargeback and refund liability risk when our merchants refuse to or cannot
reimburse chargebacks . . ., page 26
11.We note your disclosure here that you "are currently, and will continue to be, exposed to
certain risks associated with chargebacks and refunds in connection with payment card
fraud or relating to the goods or services provided by our merchant customers." To the
extent your business has been materially affected by risks associated with
such chargebacks and refunds, please state as much.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 46
12.Please provide a more robust analysis of your result of operations. For example, expand
your discussion of the impact of the restructuring transactions on cost of sales and the
changes in selling expenses and general and administrative expenses to address the
underlying reasons for changes in qualitative terms. Please refer to Item 303(b) of
Regulation S-K.
Business, page 49
13.Please provide a fuller description of your core business activities. In doing so, please be
as specific as possible. Please refer to Item 101(h) of Regulation S-K.
14.With a view to providing investors with a complete and balanced picture of your business
and revenues, please disclose here, in the prospectus summary and elsewhere as
appropriate, a breakdown of revenue for each of your major services. For example, it
appears that you generate revenue from six services: payment services; business
accounts; SEPA and SWIFT payments; foreign exchange conversion; acquirer
services; and whitelabelling. However, it is not clear how much each of these services

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Fintech Scion Limited
June 5, 2024
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contributes to your revenue. If any of these services are currently dormant or aspirational,
or if you have not yet generated revenue from them, please make this clear in the
disclosure.
Market Opportunity, page 56
15.We note your representations on page 58 that the Payment Gateway Market in the
Technology Layer is "expected to grow to $174.4 billion in 2027" and the Payment
Processing Market in the Payment Layer is "expected to grow to $116.2 billion in 2027."
Please revise to disclose the sources of these statements. In addition, please provide
context for the significance to you of the overall dollar value of these markets by
clarifying how much of them you believe you would be in a position to address in light of
your resources.
Government Regulations
Privacy and information security regulations, page 62
16.We note your reference here and page 64 to "the Bank." However, this entity does not
appear to be discussed or otherwise referenced within your registration statement. Please
advise or revise to describe or define this entity.
Certain Relationships and Related Party Transactions, page 77
17.If any two of these entities (the Company, Fintech, FintechAsia and/or CICO) had any
common owners and/or related parties before their respective transactions, please disclose
their names, any positions held at each entity and the percentages of ownership in each
entity before and after the transactions. Also, clearly disclose any other related party
relationships between each of these entities. For example, based on your disclosure on
page F-10, it appears that CICO and the Company may have common ownership, but who
the common owners are, the extent of common ownership and any other related party
relationships are not disclosed.
Audited Consolidated Financial Statements, page F-1
18.Please confirm that the statements of operations and comprehensive income (loss),
stockholders' equity, and cash flows for periods prior to November 30, 2022 are those of
Fintech (the accounting acquirer) and do not include any of the Company's or
FintechAsia's operations, changes in equity (except for the Company's capital structure) or
cash flows. Otherwise, tell us how your accounting for the November 30, 2022 reverse
acquisition complies with GAAP. Also, tell us why the 101.667 million shares issued to
Fintech (per page F-9) are not reflected as outstanding in your statements of stockholders'
equity just before the reverse merger with the 97.076 million shares effectively issued to
the Company (per page F-9) being reflected as issued on November 30, 2022. Refer to
ASC 805-40-45.

 FirstName LastNameLim Chun Hoo
 Comapany NameFintech Scion Limited
 June 5, 2024 Page 5
 FirstName LastName
Lim Chun Hoo
Fintech Scion Limited
June 5, 2024
Page 5
Consolidated Balance Sheet, page F-4
19.Please tell us your basis in GAAP for presenting a line item for merger reserves of $55
million on your balance sheet. Cite the GAAP literature you are relying upon and explain
how you are applying it.
Consolidated Statements of Income or Loss and Comprehensive Income or Loss, page F-5
20.Please tell us how you computed the average number of common shares outstanding in
each period presented. In doing so, explain your basis in GAAP for treating the 97.076
million shares effectively issued to the Company on November 30, 2022 as outstanding
for all of 2022. Also, explain your basis in GAAP for treating the 100 million shares
issued to CICO on October 11, 2023 as outstanding for all of 2023. Refer to ASC 260 and
ASC 805-40-45-3 through 45-5. Additionally, tell us the dollar amounts recorded in each
line item of your statements of income or loss for each period presented related to the
CICO asset acquisition and the dates you started and stopped reflecting these amounts in
your statements of income or loss. Please also tell us the dollar amounts of the various
assets and liabilities reflected on your December 31, 2023 balance sheet related to the
CICO asset acquisition and explain your GAAP basis for keeping these assets and
liabilities and 100 million shares issued to CICO on your balance sheet after the Company
and CICO mutually agreed to unwind the transaction on December 27, 2023.
Note 1. Organization and Business, page F-8
21.Your subsidiary, HWG Cash Singapore Pte Ltd, is engaged in trading digital assets.
Please explain in greater detail the nature and extent of this entity's digital asset activities
and the accounting policies applied.
Restructuring Transactions
Disposal of ASB and VOM, page F-10
22.We note you recorded a gain on disposal of subsidiaries of $5.5 million as other income
for the year ended December 31, 2022. Tell us how you considered the guidance of ASC
205-20-45 in determining that the disposals of ASB and VOB did not represent a strategic
shift and did not qualify as discontinued operations.
Note 5. Goodwill, page F-17
23.Please tell us the amount of goodwill allocated to each reporting unit as of each balance
sheet date. If any goodwill was allocated to Fintech in the November 30, 2022 reverse
merger, please also explain your basis in GAAP for doing so.
General
24.We note that in addition to an underwritten primary offering by the registrant, the
registration statement covers potential resales by the Selling Stockholders. Please tell us

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Fintech Scion Limited
June 5, 2024
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why the resale transaction is not an indirect primary offering that is part of the distribution
constituting your initial public offering. In this regard, we note the Selling Stockholders
do not appear to be subject to any of the lock-up provisions described in the prospectus
and can sell at the same time as the underwriter for the firm commitment offering, for the
same price. Additionally, it appears that both the primary offering and the resale
transactions are conditioned on you receiving approval to list on Nasdaq. If the selling
security holders are engaged in an indirect primary offering, then the selling security
holders would be statutory underwriters under Section 2(a)(11) of the Securities Act of
1933, as amended, and must therefore be identified in the prospectus as underwriters
(N.B., the existing "may" language would be insufficient). In addition, as statutory
underwriters conducting an indirect primary offering, the selling security holders would
need to offer and sell their securities at a fixed price for the duration of the offering; it
would not be possible for it to sell at market prices later. For guidance, please refer to
Question 612.09 of our Securities Act Rule Compliance and Disclosure Interpretations,
which is available on our website.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Scott Stringer at 202-551-3272 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Fessler