SecProbe.io

United States securities and exchange commission logo
February 6, 2023
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, New York 10004
Re:InFinT Acquisition Corp
Amendment No. 1 to Registration Statement on Form S-4
Filed December 1, 2022
File No. 333-267662
Dear Alexander Edgarov:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 4, 2022 letter.
Amendment No. 1 to Form S-4 filed December 1, 2022
Cover Page
1.We note your revisions in response to comment 1.  Please revise the cover page to
disclose the conversion ratio based on the number of Seamless ordinary shares issued and
outstanding as of the most recent practicable date.  Please include this disclosure
elsewhere as appropriate.
Summary
Seamless Group Inc., page 20
2.We note your revisions in response to comment 7.  While you include the unaudited pro
forma condensed statement of operations, this does not illustrate the impact of the

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 February 6, 2023 Page 2
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
February 6, 2023
Page 2
divestitures as you do not discuss the financial position of the company before the
divestitures. Please revise to provide a discussion that illustrates how the divestitures will
impact the business and financial results on an ongoing basis.
3.Here and elsewhere that you disclose that Tranglo services transactions between more
than 20 countries in Southeast Asia, please provide context so that it is clear whether the
majority of such transactions occur in a few countries or are more evenly spread across 20
countries.  To the extent that the majority of transactions are in a few countries, please
disclose those countries.
Risk Factors, page 47
4.To the extent material, discuss any reputational harm you may face in light of the recent
disruption in the crypto asset markets.  For example, discuss how market conditions have
affected how your business is perceived by customers, counterparties, and regulators, and
whether there is a material impact on your operations or financial condition.
5.To the extent material, describe any actual or potential material impact to your financial
condition and results of operations, or material decreases in demand for your on-demand
remittance services, due to recent disruptions in the crypto asset markets and the
bankruptcy of FTX, as well as the significant volatility in the price of XRP.  To the extent
possible, please revise to quantify the impact of any decreased demand due to the
volatility of XRP, and otherwise disclose any actual or potential material impacts to your
business or financial condition.
The funding process used by Tranglo..., page 54
6.In response to comment 11 you disclose that you have obtained relevant approval for your
existing operations that involve cryptocurrency.  However, we note your response to
comment 45 where you state that Seamless’ business is structured so as to not require
Seamless to comply with the currently applicable cryptocurrency regulations in the
jurisdictions in which it operates.  Please reconcile these statements, and explain how your
business is structured such that you do not have to comply with applicable cryptocurrency
regulations.
7.Your response to comment 11 states that you are not aware of pending regulatory changes
that would prevent Ripple from continuing to provide services. Please disclose whether
Ripple has obtained all required licenses and is in compliance with applicable regulations,
to the extent known.
8.Revise here and in the discussion of your business to update the percentages of revenue
and transactions disclosed in this risk factor to reflect contributions by any additional
customers as of September 30, 2022 that use the XRP funding process.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 February 6, 2023 Page 3
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
February 6, 2023
Page 3
INFINT’s amended and restated memorandum and articles of association provide that the courts
of the Cayman Islands..., page 76
9.Please revise your risk factor to include that the Company's exclusive forum provision
does not apply to any action or suits brought to enforce any liability or duty created by the
U.S. Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended.
Divestitures, page 95
10.We note your written response and revised disclosures in response to comment 20.  With
regard to the additional ownership in Dynamic Indonesia, please disclose the purpose of
increasing Seamless’ beneficial ownership of WalletKu.  In addition, please indicate
whether any of the existing shareholders who will receive equity interests in TNG (Asia)
Ltd., Future Network Technology Investment Co., Ltd., and GEA Holdings Limited, are
affiliates of Seamless. We also note your disclosure that the divestiture is not expected to
materially adversely affect the revenue derived by Seamless from its relationships with
these entities. Please clarify whether these entities will continue to be customers of
Tranglo following the divestitures.
11.Please revise the diagrams on page 97 so that they are legible.  As currently presented, the
font is too small to read.
12.We note various notes to the diagrams indicating that other shareholders have interests in
the entities shown.  Please revise to show these holdings in the diagram as opposed to
include them as notes.
13.You disclose on page 97 that you have received approval of the Hong Kong Monetary
Authority to divest TNG Asia.  Please disclose the date of such approval.
Background of the Business Combination, page 102
14.We note your revisions in response to comment 22.  Please further revise your disclosure
to expand upon InFinT's investment mandate, including explaining the particular mandate
and how the mandate influenced the structure of the business combination. Please also
include any negotiations relating to the acquisition of ownership in Dynamic Indonesia
and the reasons for the increase in ownership.
15.Your disclosure on page 97 indicates that on November 29, 2022 you entered into an
amendment to the Business Combination Agreement to eliminate the requirement that
Seamless cause the conversion or exchange of an exchangeable bond for shares of
Seamless, and that this conversion or exchange is no longer a condition to closing.
However, it does not appear that you have included a copy of the amended Business
Combination Agreement in the registration statement.  In addition, the disclosure
throughout continues to state that prior to closing Seamless is required to cause an option
deed and related convertible bonds to be exercised, converted and exchanged.  Please

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 February 6, 2023 Page 4
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
February 6, 2023
Page 4
explain the purpose of the conversion or exchange and its impact on the business
combination, why it was originally a condition to closing, and how the amendment
entered into on November 29, 2022 altered the obligation of Seamless to exercise, convert
or exchange the option deed and convertible bonds between Seamless and Noble Tack
International Limited.  Please also explain the reason for the amendment to the Business
Combination Agreement and why the conversion or exchange is no longer a condition to
closing.
16.Please further revise your disclosure in this section to disclose what was considered and
discussed about Seamless' business plan, prospects, review of significant contracts, and
the relationship with Ripple.  Please include similar disclosure relating to Seamless'
planned growth, growth potential, and relationships with regulators that form a barrier to
entry.  We note the related disclosure on pages 31 and 32 indicating that the InFinT Board
reviewed and discussed such matters in detail.
17.Your revised disclosure states that Mr. Edgarov and Dr. Hui discussed the $310 to $500
million valuation range for Seamless, and that Dr. Hui indicated that Seamless would be
willing to accept a proposed $400 million valuation subject to further negotiation of
definitive terms an agreements.  Please revise to indicate how the parties negotiated and
agreed upon a valuation of $400 million, and indicate what additional terms the valuation
was subject to.
18.Please explain why InFinT used two different advisors (ARC and JonesTrading) to assist
in conducting the financial analysis, and in particular why InFinT management made an
informal request for JonesTrading to prepare the market update.  We also note that
InFinT's management selected the companies included in the ARC Preliminary Comp Set
and the JonesTrading Preliminary Set.  Please explain why different companies were used
for the ARC update as compared to the JonesTrading update.  Please also explain whether
ARC prepared the market update prior to InFinT formally engaging ARC as a financial
advisor and, if so, please explain why.
19.We note your response to comment 26, however it is unclear why the material prepared by
ARC or JonesTrading is not material that falls under Item 4(b) of Form S-4.  While you
note in your response that neither ARC nor JonesTrading was engaged to prepare a report,
opinion or appraisal, that the material was based on public information, and that
JonesTrading will not receive a separate fee for its assistance to management, these
factors are not relevant in determining whether a report, opinion or appraisal materially
relating to the transaction has been received from an outside party.  Based on your revised
disclosure, it appears that each of ARC and JonesTrading prepared comparable company
analyses that were used to determine the Seamless valuation.  Please provide the
information required by Item 4(b) of Form S-4 and Item 1015(b) of Regulation M-A.  In
addition, any written materials contained or used in the report, opinion or appraisal, as
well as the consent of the outside party, must be filed as exhibits to the Form S-4.  Refer
to Items 4(b) and 21(c) of Form S-4.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 February 6, 2023 Page 5
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
February 6, 2023
Page 5
20.We note your response to comment 29.  However, your disclosure on page 59 states that if
"WalletKu wishes to continue growing its business with a floating fund exceeding
IDR1,000,000,000...it may be required to restructure its ownership structure prior to
submitting the application for an e-money license to Bank Indonesia..."  Please explain
whether you plan for WalletKu to submit an application for an e-money license, or if you
plan to continue to rely on PT E2Pay Global Utama's license to conduct WalletKu's e-
money business.  To the extent that you plan to apply for a separate e-money license,
please explain any impact on your ability to acquire a majority ownership interest in
WalletKu.  Please also file your agreement with PT E2Pay Global Utama, or tell us why
you do not believe you are required to do so.
Financial Analysis, page 108
21.Please revise to disclose the underlying financial metrics of each of the comparable
companies used in both the ARC and JonesTrading analyses that was used to determine
the EBITDA Margin and Enterprise Value/Revenue for each company.  Disclose how the
multiples were used to determine valuations of $500 million and $310 million,
respectively.  Please also explain how the EBITDA margin was used in determining the
valuation of Seamless.  In addition, we note that the valuation was prepared using 2021
and 2022 estimated results, but that management determined there were no material
changes from the 2021 Estimate and 2022 Estimate that would impact the proposed
valuation.  Please explain how management made this determination given that it did not
have actual year end results for December 31, 2022.  Please also disclose the 2021 and
2022 estimated results used in preparing the analysis.
U.S. Federal Income Tax Considerations, page 111
22.We note your response to comment 34.  We also note your disclosure on page 10 stating
that holders of InFinT Class A ordinary shares and warrants will retain InFinT ordinary
shares and warrants and will not receive any consideration or any additional InFinT
ordinary shares or warrants in the business combination, and therefore there are no
material U.S. federal income taxes.  Given this statement, please tell us why you have
registered the New Seamless ordinary shares and new seamless warrants to purchase
ordinary shares.  Please also tell us the exemption you are relying upon to issue the
40,000,000 New Seamless ordinary shares to Seamless shareholders.
Unaudited Pro Forma Condensed Combined Financial Information, page 138
23.Please remove your disclosure of INFINT's initial public offering, concurrent private
placement of warrants to purchase Class A ordinary shares and payment of the offering
expenses from the first paragraph on page 138 in the introduction since those transactions
are already reflected in the historical financial statements of INFINT.  Also, please
remove the first bullet point on page 139 and the payment of deferred underwriting
commission, legal fees, and other costs incurred by INFINT in connection with the
INFINT IPO in the third bullet point on page 139.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 February 6, 2023 Page 6
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
February 6, 2023
Page 6
Strong Strategic Partnership Network, page 180
24.Refer to the How Ripple’s On-Demand Liquidity works with Tranglo graphic on page
181.  Please revise to more clearly describe to what each step relates and who fulfills it.
For example, in step 1, describe what the term prefunding request means, why there is an
FX quote if the example indicates the request is for USD 100,000, and who fulfills the
prefunding request and how.
25.We note your revised disclosure in response to comment 43.  Please revise this risk factor
as well as your discussion of your relationship with Ripple on pages 180 and 207 to
disclose that the on-demand liquidity remittance services are not available in the United
States or to U.S. persons.  Also include a detailed discussion of the know-your-customer
process that you use to prevent access in the U.S. or by U.S. persons. To the extent
material, describe any gaps your board or management have identified with respect to risk
management processes and policies in light of current crypto asset market conditions and
the volatility in the price of XRP, as well as any changes made to address those gaps.
26.Please revise to expand your related risk factor on page 54, or add a new risk factor as
appropriate, to explain the specific regulatory issues under U.S. law that could arise if
your on-demand liquidity services were accessed by U.S. persons or persons in the United
States, and the material risk that could result.  Tell us why you believe that the risk of
access by such persons is “limited.”  Ensure that your risk factor describes all material
risks you face from unauthorized or impermissible