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United States securities and exchange commission logo
July 28, 2023
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, New York 10004
Re:InFinT Acquisition Corp
Amendment No. 4 to Registration Statement on Form S-4
Filed June 9, 2023
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 May 24, 2023 letter.
Amendment No. 4 to Form S-4 filed June 9, 2023
Risk Factors
General, page 47
1.It appears that following the transaction, approximately 15% of your revenue will
continue to be generated from customers in Hong Kong. We also note that the Chairman
of New Seamless, Mr. Kong, appears to be located in or have ties with Hong Kong and/or
the PRC, and after the transaction, Mr. Kong will own a majority of the outstanding shares
for New Seamless as well as TNG Asia and GEA, which are located in Hong Kong.
Further, we note that certain executive officers and directors of New Seamless appear to
be located in Hong Kong and/or the PRC. Given the ties to Hong Kong and the PRC,
please describe any material impact that intervention or control by the PRC government

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 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
July 28, 2023
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has or may have on your business or on the value of your securities. We remind you that,
pursuant to federal securities rules, the term “control” (including the terms “controlling,”
“controlled by,” and “under common control with”) means “the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of a
person, whether through the ownership of voting securities, by contract, or
otherwise.” Please also disclose the legal and operational risks associated with such ties to
Hong Kong and the PRC, and make clear whether these risks could result in a material
change in your operations and/or the value of New Seamless’ securities.
It will be difficult to acquire jurisdiction and enforce liabilities..., page 63
2.Please revise this risk factor to identify any directors, officers or members of senior
management located in the PRC or Hong Kong and specifically address the challenges of
bringing actions and enforcing judgments/liabilities against such individuals.  Please
include a similar discussion in “Management of New Seamless Following the Business
Combination” starting on page 235.
Becoming a public company through a merger..., page 79
3.Your revised disclosure states that there may be other relevant agreements relating to
Ripple, including agreements relating to the transfer of interests in Tranglo, which were
not part of InFinT management's review.  Please tell us whether you have filed as exhibits
all agreements with Ripple that are required to be filed by Item 601(b)(10) of Regulation
S-K, including any in which Seamless has a beneficial interest, even if Seamless or
Tranglo are not parties to the agreement. To the extent that you have not filed all
such agreements, such as the agreements relating to the transfer of interests in Tranglo,
please file these agreements and revise the prospectus to disclose the material terms of
such agreements.
Tranglo, page 181
4.On page 186 you disclose that in connection with the failure of Silicon Valley Bank and
"certain matters effecting the cryptocurrency market more broadly," Tranglo paused the
prefunding process using XRP.  Please disclose when you paused the XRP prefunding
process, elaborate on why it was paused, and disclose when and if you expect to resume
the process.  Disclose any implications of this pause on your agreements and relationship
with Ripple, any material impacts to your financial condition and results of operation, the
impact on the proposed transaction with InFinT, as well as any reputational impact.
Please also revise the disclosure throughout your prospectus to reflect that the XRP
prefunding process is paused, as the current disclosure suggests that this process is
active.

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 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
July 28, 2023
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How Ripples On-Demand Liquidity (OLD) works with Tranglo, page 186
5.In your response to comment 20 you refer to “payments to Ripple for the 2022 and 2021
years presented.”  Tell us and revise your disclosure as necessary to clarify to what these
payments relate.  Also provide to us an accounting analysis with specific citation to
authoritative literature supporting your accounting for such payments.
6.We note your revisions in response to comment 9.  Please clarify the nature and number of
“accounts” and “wallets” involved in each step of the fund flow including but not limiting
it to the following:

•where they are located;
•whether they are on blockchain or off-blockchain;
•whether they are omnibus accounts;
•who holds the private keys;
•whether “wallets” and “accounts” have the same or a different meaning; and
•how the bailment is effected and what it means when you refer to “Tranglo’s slippage
pool wallet."

Please also clarify how title transfers between Ripple and ODL RP and separately between
ODL RP to Tranglo are effected (e.g., on blockchain or off-blockchain through a memo
entry in an internal ledger, etc.); and clarify Ripples role in the transfer of XRP from ODL
RP to Tranglo.  In this regard, it is not clear how Ripple transfers the XRP to Tranglo
when title passed from Ripple to ODL RP.
7.We note your disclosure that Tranglo "adopted" two crypto exchanges.  Please further
explain to us what you mean by "adopted."  Please clarify what the phrase "programmatic
liquidation system developed by Ripple in the two crypto exchanges" means and how it
relates contextually to Ripple's relationship with those exchanges.
8.We note your revisions in response to comment 10 and your disclosure in the first
paragraph on page 186 related to the $100,000 of fiat currency being sent from the ODL
RP to Tranglo for prefunding purpose.  This statement is inconsistent with your disclosure
in Step 4 of Fund Flows in which Tranglo receives 300K of XRP from the ODL RP.
9.Provide us with your accounting analysis with specific citation to authoritative literature
describing and supporting Tranglo’s accounting for Ripple's On-Demand Liquidity.  As
part of that analysis, identify the agreements that Tranglo has with Ripple, the ODL RP
and any other party involved with the product.  For each such agreement, summarize the
rights and obligations of the parties to the agreement and ensure your accounting analysis
explains and evaluates, with specific citation, the Company’s accounting for such rights
and obligations.  To the extent beneficial to an understanding of your accounting for those
rights and obligations, provide the related journal entries.  If there was alternative
accounting approaches you considered and rejected, describe that portion of your analysis
through specific citation to authoritative literature.  In this regard, your disclosure suggests

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that Tranglo takes control of XRP, sells it, and at a minimum, has entered into Pay-Out
Support Provider Agreement that, in part involves the Slippage Pool and, conveys rights
and obligations to Tranglo that appear to have the effect of capping the U.S. dollar value
of the pre-funding Tranglo retains.
Transactions with Certain Shareholders, page 249
10.Please revise your disclosure here, and elsewhere as appropriate, to explain the purpose of
the Master XRP Commitment to Sell Agreement and the related Line of Credit
Addendums between Ripple Labs and GEA Limited.  Please file these agreements as
exhibits, or tell us why you believe you are not required to do so. To the extent that the
Commitment to Sell Agreement allowed GEA Limited to purchase XRP from Ripple
Labs, make this clear and indicate the amount purchased to date and clearly indicate that
Seamless Group is the guarantor for repayment of all obligations incurred in connection
with the Commitment to Sell Agreement and Lines of Credit.  Indicate whether Seamless
will incur and/or pay such debts in connection with the divestiture of GEA Limited.
Disclose the total amount guaranteed under the Deed of Guarantee as of the most recent
practicable date.  Please also disclose, and add risk factor disclosure as appropriate, any
limitations placed on Seamless by the Deed of Guarantee that could have a material
impact.  We note, for example, that Section 6.11 prohibits Seamless from incurring any
additional financial indebtedness prior to the closing of the SPAC Transaction without
prior written consent of Ripple Labs, and after the closing Seamless cannot incur any
financial indebtedness that would materially affect its guarantee of GEA Limited's debt to
Ripple.  Please also clearly disclose the right of first refusal granted to Ripple Labs for all
transfers and sales of shares, and disclose whether Ripple Labs could acquire a majority
interest in Tranglo in this way.
11.Please add a risk factor discussing the material risks relating to the Shareholders'
Agreement between Tranglo, Seamless and Ripple Labs.  We note in particular that
Tranglo cannot undertake certain actions or transactions without the consent of Ripple
Labs or one of Ripple's directors who serve on the Tranglo board, including a sale of
assets, changes in capital structure, amendments to governing documents, incurrence of
debt, changes in the nature and/or scope of the business, entry into long-term agreements
and commercial agreements, approval of and amendments to the budget, opening or
closing of bank accounts, and approval of financial statements to be submitted to general
meetings.  These are just examples. Please ensure that your disclosure throughout clearly
conveys the degree of control exercised by Ripple Labs through the Shareholders'
Agreement, and explains the specific actions and transactions that require approval of
Ripple Labs.
Index to Financial Statements, page F-1
12.We note your disclosure throughout the filing of Seamless's financial information as of
and for the three months ended March 31, 2023.  Item 8.A.5. of Form 20-F states: " If, at
the date of the document, the company has published interim financial information that

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InFinT Acquisition Corp
July 28, 2023
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covers a more current period than those otherwise required by this standard, the more
current interim financial information must be included in the document."  Please tell us
your consideration of including March 31, 2023 interim financial statements.
Condensed Statement of Cash Flows, page F-21
13.Please tell us your consideration of recording the sale of investments in your trust account
as an investing cash inflow and the redemption of your Class A ordinary shares as a
financing cash outflow in your statement of cash flows.  Refer to ASC 230-10-45.
Note 2 Summary of significant accounting policies
(a) Basis of presentation and principles of consolidation, page F-44, page F-44
14.We note from your disclosure on page 55 that Ripple owns 40% of Tranglo and has
certain contractual rights that could disrupt Tranglo’s existing business or prevent your
ability to expand it.  Please provide us your detailed analysis of the guidance in ASC 810-
10 related to Entities Controlled by Contract on whether you should consolidate Tranglo.
Refer to ASC 810-10-05-14 thru 16, ASC 810-10-15-18 thru 22 and ASC 810-10-25-60
thru 81.

Exhibits
15.It appears that you have redacted terms from certain of the exhibits, such as the
Shareholders' Agreement filed as Exhibit 10.26(a) and Schedule 1 of the Pay-Out Support
Provider Agreement filed as Exhibit 10.16.  To the extent that you have redacted terms
from any of the exhibits and intend to do so in accordance with Item 601(b)(10)(iv) of
Regulation S-K, revise to indicate which exhibits include redacted information and
include a prominent statement on the first page of each redacted exhibit that certain
information has been excluded because it is both not material and is the type that the
registrant treats as private or confidential, to the extent accurate.
            You may contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3336 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services