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United States securities and exchange commission logo
October 16, 2023
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, New York 10004
Re:InFinT Acquisition Corp
Amendment No. 5 to Registration Statement on Form S-4
Filed August 11, 2023
File No. 333-267662
Dear Alexander Edgarov:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our July 28, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-4
Risk Factors
Our ODL business depends on Ripple Services Inc..., page 55
1.Here or in a separate risk factor, elaborate upon the disruption in the cryptocurrency
markets in spring 2023 to explain precisely what was disrupted and how the disruption
impacted you at that time. Explain, as you do in your response letter, that the disruption
was due to the illiquidity of your two cryptocurrency exchanges who maintained accounts
with Silvergate Bank, Signature Bank and Silicon Valley Bank. If a similar illiquidity
event occurs in the future at the cryptocurrency exchanges you utilize, explain whether
you anticipate the inability to use the ODL feature and how that would impact your
business.

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Becoming a public company through a merger..., page 79
2.We note your response to comment 3 that "Seamless did not have any interest in the third-
party transfer of its interests in Tranglo to Ripple as Seamless’ interest in Tranglo and vis-
à-vis Ripple are governed by the Shareholders’ Agreement between Tranglo, Seamless
and Ripple, which has been previously filed as an exhibit to the Registration Statement."
We also note your disclosure on page 79 that says INFINT management reviewed the
Shareholders' Agreement as part of the due diligence process, but you note 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,
which suggests that you are referring to two separate agreements.  Please revise to clarify,
or file any such agreements relating to the transfer of interests in Tranglo as exhibits to the
registration statement and revise the prospectus to disclose the material terms of such
agreements.
Unaudited Pro Forma Condensed Combined Financial Information, page 143
3.Please tell us if you plan to reflect the divestiture by Seamless of all of the equity interests
they own in TNG Asia, FNTI and GEA as discontinued operations in your future financial
statements.  If not, please explain to us your basis in accounting for your conclusion.  If
so, please tell us your consideration of Rule 11-02(c)(2)(ii) of Regulation S-X.
Tranglo, page 181
4.We note your revised disclosure and response to comment 4.  Here and in the risk factor
on page 55, please further revise your disclosure to include the details you included in
your response letter, such as the fact that the XRP prefunding process was suspended for 9
of the 11 active ODL customers and that the XRP prefunding process for these customers
was partially restored two weeks later but the ODL flow has been significantly reduced.
Quantify how much the ODL flow has been reduced from pre-suspension levels, and state
if and when you expect the ODL flow to return to pre-suspension levels.  Please also
revise the disclosure throughout your prospectus to reflect that the XRP prefunding
process has been significantly reduced since March 2023, as this is not clear from
the current disclosure.  Disclose any implications of this suspension and significant
reduction on your agreements and relationship with Ripple or any impact on the proposed
transaction with InFinT.
How Ripple's On-Demand Liquidity (ODL) works with Tranglo, page 186
5.Please propose revisions of the fund flow for Ripple’s ODL on page 186 to capture the
following clarifications you provided to us on our September 8, 2023 conference call.
Alternatively, if our understanding as relayed below is incorrect, please clarify it and
propose revised disclosure to capture such clarification.
•Please revise the description of Steps 3 and 4 to clarify that Ripple sells 300K XRP to
ODL RP for $100K plus fees and expenses.  As part of that revision, please note that

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the Step 3 statement that Ripple “offers to accept 300K XRP and provide USD 100K
for the ODL RP's prefunding money pool” appears to be inconsistent with this
assertion and the Step 4 description.
•Please revise Step 4 to expressly state that ODL RP sells XRP to Tranglo, which
results in the transfer of control and ownership of the XRP from ODL RP to Tranglo.
Please further revise Step 4 to clarify to whom and to what the phrase “its wallet”
relates.  For example, is this referring to the ODL RP’s off-blockchain crypto asset
account at the crypto exchange?
•Please revise Step 5 to begin the description by expressly stating that Tranglo sells
XRP.  Please further revise Step 5 to clarify that the amount of XRP sold is limited to
the amount of XRP that will generate proceeds equal to the prefunding commitment
(i.e., $100K) at the time of sale.
6.Refer to Step 8 of the fund flow description on page 186. Tell us and revise the
description of this step to clarify the distinction between “all money the ODL RP has
committed in the previous ODL transactions” and “the total XRP drawn down.”  Further,
revise the phrase “all money the ODL RP has committed” to reconcile it to Step 4, which
indicates ODL RP sells XRP, it does not transfer money.
7.Please propose revisions of the narrative below the fund flow for Ripple’s ODL on page
186 to capture the following clarifications you provided to us on our September 8, 2023
conference call.  Alternatively, if our understanding as relayed below is incorrect, please
clarify it and propose revised disclosure to capture such clarification.
•Refer to the narrative that states “…at this juncture the legal title of that XRP passes
to the ODL RP…”. Clarify that it is upon draw down that legal title passes to ODL
RP.  Further clarify that references to transfer of legal title include transfer of control
and ownership of XRP.
•Revise to clarify that the ODL RP transfers ownership of XRP to Tranglo.  As part of
these revisions, please note that the following disclosed statements are inconsistent
with those assertions.  “This $100,000 is considered as fiat currency being sent from
the ODL RP to Tranglo for prefunding purpose;” and “Tranglo does not buy or
borrow the XRP.”
•Seamless is of the understanding that the XRP is liquidated through selling the XRP
directly in the crypto market by the exchanges to counterparties that are unrelated
third parties.
8.In your August 11, 2023 response 6 on page 9 you state, “The crypto account of Tranglo
in either exchange is an omnibus account as the exchange is given access to a scheme of
XRP addresses, so that the wallet addresses of the sender and receiver will have the XRP
address and unique tag associated with that exchange.” You also state on page 9, “As
such, this transfer of legal title or right of the XRP involved is only done by off-
blockchain internal ledger recording on the RippleNet platform, and there is no actual
transaction or process for the step of “draw down” or “purchase” of the XRP by the ODL
RP.” You further state on page 10, “The transfer of XRP from ODL RPs to Tranglo’s

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wallet is affected by crypto exchanges in form of blockchain transfer of XRP from the
crypto wallet of the ODL RP to the crypto wallet of Tranglo.” In our September 8, 2023
conference call we understood you to clarify that these statements were intended to
convey that (1) the crypto-exchange holds the private key to the crypto exchange’s on-
blockchain wallet, which is an omnibus wallet as it holds the crypto assets of multiple
customers of the crypto exchange, including Ripple, ODL RP, and Tranglo and (2) Ripple,
ODL RP, and Tranglo each have off-blockchain accounts at the crypto exchange, one for
fiat currency and one for crypto assets, that they access through an API.  If our
understanding is correct, revise the narrative below the fund flow on page 186 to disclose
this clarification.  Further revise the references to “Tranglo’s wallet” to reference
Tranglo’s off-blockchain crypto account at the crypto exchange or Tranglo’s fiat currency
account at the crypto exchange, as appropriate in the context.
9.Refer to the following statements in the narrative below the fund flow on page 186. “After
liquidation, Tranglo receives the amount in fiat currency in its crypto wallet account …
and will then transfer that fiat currency to Tranglo’s own bank account on the next
business day.” Revise to clarify, if true, that the reference to “crypto wallet account”
means Tranglo’s crypto exchange fiat account.
10.Tell us and consider the need to revise the narrative to explain to what the “off-blockchain
internal ledger recording on the RippleNet platform” referenced in your August 11, 2023
response 6 refers, including who maintains it, and how it relates to and differs from the
crypto exchange’s off-blockchain ledger of accounts it uses to identify the owners of the
crypto assets in its on-blockchain wallet.  Further, if more than one ledger exists, clarify
which is determinative of ownership (e.g., if discrepancies between ledgers exist) and the
basis for your conclusion.
11.In your August 11, 2023 response 6 you indicate, in part that “… Ripple deposits XRPs
into Tranglo’s crypto wallets from time to time…”. Tell us and consider the need for
revised disclosure on page 186 to clarify how that deposit is affected. For example, does
Ripple provide instruction to the crypto exchange to transfer XRP from its crypto
exchange crypto asset account to Tranglo’s crypto exchange crypto asset account?
12.In our telephone conference on September 8, 2023 you indicated that the ODL RP
transfers ownership of XRP to Tranglo.  In your August 11, 2023 response 9 you indicate
that as a result of the Master Agreement contract Tranglo does not obtain legal title,
including ownership and control, of the XRP transferred by Ripple to Tranglo, which XRP
you identify as the Slippage Pool.  Please tell us and consider the need for revised
disclosure clarifying the following:
•For the Slippage Pool, is it correct the crypto exchange off-blockchain ledger will
identify Slippage Pool XRP as being in the crypto exchange account of, and thus
owned by, Tranglo?  If yes, how would ownership be determined in legal proceedings
(e.g., bankruptcy)?
•What processes does Tranglo undertake to transfer ownership of XRP received from
the ODL RP to Ripple when such XRP is not sold by Tranglo because it would

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generate proceeds in excess of the prefunding commitment?  Is there an off-
blockchain ledger in which such transfer of ownership is reflected?
Transactions with Certain Shareholders, page 249
13.We note your revised disclosure in response to comment 10 and reissue our comment in
part.  Disclose the amount of XRP transferred to GEA Limited to date pursuant to
the Master XRP Commitment to Sell Agreement and clearly indicate that Seamless Group
is the guarantor for repayment of all obligations incurred in connection with that
agreement.  Disclose the total amount guaranteed under the Deed of Guarantee as of
a more recent practicable date than May 2023.  Please also add risk factor disclosure
regarding the limitations placed on Seamless by the Deed of Guarantee that could have a
material impact, such as the prohibition in the Merger Agreement 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.
Index to Financial Statements, page F-1
14.Please update your filing with the interim financial statements of Seamless Group,
Inc. pursuant to Item 17(b)(8) of Form S-4.  Also, revise the pro forma financial
information and MD&A to incorporate the interim financial statements of Seamless
Group, Inc. as appropriate.
Seamless Group Inc. Financial Statements
General, page F-42
15.See fund flow step 1 on page 186. Consistent with our request in prior comment 5, please
provide an accounting analysis with citation to authoritative accounting literature
evaluating whether GEA, as ODL RP, is required to recognize the assets under the
Bailment. Please ensure your analysis addresses the concept of control, with relevant
citation to authoritative accounting literature. If recognition of the assets under the
Bailment is not required, address whether GEA has a SAB 121 safeguarding obligation.
16.See fund flow step 1 on page 186. Please confirm our understanding gained from our
September 8, 2023 conference call that upon draw down, ODL RP (i.e., GEA) obtains
ownership and control of the XRP drawn down.  Please provide an accounting analysis
with citation to authoritative accounting guidance supporting your assertion that control
transfers to GEA upon draw down of the XRP and clarifying the attributes that cause GEA
to control drawn down XRP, but not XRP under Bailment, citing authoritative accounting
guidance.
17.See fund flow step 4 on page 186. Please provide the accounting analysis previously
requested in prior comment 9 for both the XRP transferred from ODL RP to Tranglo as
well as the “Slippage Pool” XRP in Tranglo’s crypto exchange account.  Ensure that

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analysis identifies through specific citation the applicable authoritative accounting
guidance and analyzes your facts and circumstances in relation to that guidance.  In
addition to, or as part of, that analysis, please address the following:
•Clarify what you mean when you state there is no direct guidance in U.S. GAAP. As
illustrative examples, how did you consider the requirements of ASC 350, ASC 610,
and ASC 815?  Similarly, please clarify to what “analogous guidance” and IFRS
standards you are referring.  As an illustrative example, did you look to ASC 606-10-
25-25 by analogy?
•Clarify what you mean when you say that Tranglo should be viewed as a liquidation
agent and for whom they are an agent. Identify and evaluate the applicable
authoritative accounting guidance supporting this assertion.
•Confirm our understanding gained from our September 8, 2023 conference call that
transfer of XRP from ODL RP’s crypto exchange account to Tranglo’s crypto
exchange account results in Tranglo obtaining ownership and control of such XRP.
Please provide an