Correspondence 0001493152-22-034092 from Currenc Group Inc. (CURR)
Currenc Group Inc.
Date: Dec. 1, 2022 · CIK: 0001862935 · Accession: 0001493152-22-034092
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-267662
Referenced dates: November 4, 2022
Letter
Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance Registration Statement on Form S-4 Filed on September 30, 2022 File No: 333-267662
Re: INFINT Acquisition Corporation
Dear Mr. Anderegg:
On behalf of INFINT Acquisition Corporation (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-4 (File No. 333-267662) (the “Registration Statement”). An electronic version of Amendment No. 1 (“Amendment No. 1”) to the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as amended by Amendment No. 1, is referred to as the “Amended Registration Statement.”
Set forth below are the responses of the Company to the comments of the Staff’s letter to the Company, dated November 4, 2022, relating to the Registration Statement. For ease of reference, the text of the comments in the Staff’s letter is reproduced in bold and italics herein. Unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.
Registration Statement
Cover Page
1. Revise to disclose how you will calculate the number of shares that you will issue in exchange for each Seamless ordinary share here and elsewhere that you discuss the consideration. We note throughout the filing you state that the number of shares will be determined based on a “Payment Spreadsheet.” Provide an illustrative example of the amount of consideration payable based upon the formula that will be used in the Payment Spreadsheet, and discuss the various inputs to the formula. If the amount of shares could fluctuate, please clearly state this and, if you know in which direction the inputs are likely to fluctuate, revise to state as much and project the likely results of such fluctuations. Please also disclose the aggregate amount of the transaction consideration to be paid to holders of Seamless ordinary shares.
Greenberg Traurig, LLP
One Vanderbilt Avenue | New York, NY 10027 | T +1 212.801.9200 | F +1 212.801.6400
www.gtlaw.com
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
December 1, 2022
Page 2
Response: In response to the Staff’s comment, the Company has revised the cover page and the disclosures on pages 21, 96, and 161 of the Amended Registration Statement to describe how the number of shares that the Company will issue (the “New Seamless ordinary shares”) in exchange for each Seamless ordinary share is calculated. As an illustrative example of the amount of consideration payable based upon the formula that will be used in the Payment Spreadsheet, as defined in the Business Combination Agreement dated August 3, 2022, as amended (the “Business Combination Agreement”), holders of Seamless’ ordinary shares (“Seamless Shareholders”) are expected to receive $400,000,000 (“Seamless Value”) in aggregate consideration in the form of 40,000,000 New Seamless ordinary shares (the “Aggregate Transaction Consideration”), which is equal to the quotient obtained by dividing the Seamless Value by $10.00. The number of New Seamless ordinary shares each Seamless ordinary share will be converted to (the “Conversion Rate”) equals to the quotient obtained by dividing the Aggregate Transaction Consideration by the number of issued and outstanding Seamless ordinary shares at the merger effective time. Given that the Aggregate Transaction Consideration is 40,000,000 New Seamless ordinary shares, based on 58,030,000 Seamless ordinary shares issued and outstanding as of June 30, 2022, the Conversion Ratio would equal to approximately 0.6893. . The only variant to the formula discussed above is the number of Seamless ordinary shares outstanding as of immediately prior to the merger effective time. The Conversion Rate is expected to fluctuate and is negatively related to the number of issued and outstanding Seamless ordinary shares at the merger effective time. Assuming (i) solely for the purpose of illustration, conversion of Seamless’ convertible bonds to ordinary shares of Seamless as of February 28, 2022, (ii) divestures of TNG Asia, FNTI and GEA to its existing shareholders and the related buyback of Seamless ordinary shares, (iii) issuance of all shares and options under the Seamless Incentive Plan, which shares and options have been reserved under the Seamless Incentive Plan and are a part of the Aggregate Consideration, the Conversion Ratio would equal to 0.6547, based on 61,099,282 Seamless ordinary shares expected to be outstanding as of that date. If the number of issued and outstanding Seamless ordinary shares increases at the merger effective time, the Conversion Rate will decrease proportionally. The cover page and pages 21, 96, and 152 of the Amended Registration Statement have been revised to disclose such fluctuations and their likely results and the disclosures on page 97 was further revised to provide an illustrative example of the formula. The cover page and page(s) 21, 96, and 161 of the Amended Registration Statement have also been revised to disclose that the aggregate amount of the transaction consideration to be paid to holders of Seamless ordinary shares will be 40,000,000 New Seamless ordinary shares.
Greenberg Traurig, LLP
www.gtlaw.com
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
December 1, 2022
Page 3
2. Please revise here to state the percentage of New Seamless ordinary shares that will be held by the INFINT Acquisition public shareholders, the Seamless shareholders (aside from Alexander Kong), the Sponsor, the INFINT officers and directors, and each of EF Hutton and JonesTrading following completion of the business combination. Please indicate separately the percentage of outstanding ordinary shares that Mr. Kong, New Seamless’ chairman and chief executive officer, will own based on no redemptions and maximum redemptions. Please also disclose that Mr. Kong will have substantial influence over New Seamless’ business. Please include similar disclosure throughout the prospectus, and where you present ownership of the “initial shareholders” or the “sponsor and affiliates,” please separately present the ownership of the sponsor from the ownership of the INFINIT officers and directors. Please disclose total potential ownership interest in the combined company, assuming exercise and conversion of all securities, and make similar revisions elsewhere that you present ownership amounts, such as on page 26. Please also tell us whether the potential ownership interests disclosed throughout take into consideration the conversion by Seamless of certain convertible bonds and option deeds that are required as a condition to closing the transaction.
Response: In response to the Staff’s comment, the Company has revised the cover page and the disclosures on page(s) 26-28 of the Amended Registration Statement to disclose the percentage of New Seamless ordinary shares that will be held by the Company’s public shareholders, the Sponsor, each of EF Hutton and JonesTrading, Seamless shareholders (excluding Alexander Kong) and Alexander Kong separately following completion of the Business Combination. The cover page and pages 28 and 87 of the Amended Registration Statement have also been revised to disclose Mr. Kong’s percentage ownership based on maximum redemptions by the Company’s shareholders and to disclose that Mr. Kong will have substantial influence over New Seamless’ business. Page 28 of the Amended Registration Statement has been revised to disclose total potential ownership interest of each of the parties described above in the combined company, assuming exercise and conversion of all securities. In addition, the Company has added disclosures on page 27 to clarify that the Company’s directors and officers have pecuniary interests in the Company’s ordinary shares held by the Sponsor through their ownership interests in the Sponsor. The Company respectfully advises the Staff that the Company’s directors and officers do not hold any shares of the Company directly.
The Company also confirms that the potential ownership interests disclosed throughout the Amended Registration Statement do not take into consideration the conversion by Seamless of certain convertible bonds and option deeds that are required as a condition to closing of the Business Combination and have clarified the disclosures on pages 28 and 238 to indicate the same.
3. We note here in several places in your filing that you state that initial shareholders have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares of INFINT they may hold. Please describe any consideration provided in exchange for this agreement.
Greenberg Traurig, LLP
www.gtlaw.com
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
December 1, 2022
Page 4
Response: In response to the Staff’s comment, the Company respectfully advises that its Sponsor, certain advisor transferees, officers and directors and EF Hutton as a holder of representative shares have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of the Company’s initial business combination. No separate consideration was provided in exchange for the agreement not to exercise their redemption rights. Rather, this agreement was part of the overall terms agreed to by such shareholders in connection with the Business Combination.
What vote is required to approve each proposal..., page 11
4. Revise to quantify the amount of the vote needed by the INFINT public shareholders to approve each proposal presented.
Response: In response to the Staff’s comment, the Company has revised the disclosures in the Questions and Answers on pages 11 and 12 of the Amended Registration Statement to quantify the amount of the vote needed by the Company’s public shareholders to approve each proposal presented therein.
Does the Sponsor and/or any of the other initial shareholders..., page 12
5. In each place where you discuss the interests of your sponsor and officers and directors, please include and quantify any loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Please also quantify the deferred underwriting commission that Eric Weinstein will receive upon closing of the Business Combination.
Response: The Company respectfully advises the Staff that the Company’s Sponsor and officers and directors did not have any loans extended or fees due and only had a de minimis amount of $3,936.02 out-of-pocket expenses for which the Sponsor and its affiliates were eligible for reimbursement as of September 30, 2022. In response to the Staff’s comment, the Company has revised the disclosures on pages 13, 69, and 101 of the Amended Registration Statement to clarify that the Company’s Sponsor and officers and directors may have amounts due for reimbursement. The Company also revised the disclosure to indicate the total amount of the deferred underwriting commission that JonesTrading is entitled to receive upon closing of the Business Combination and to clarify that Mr. Weinstein’s compensation as the Managing Director of JonesTrading is not related or based on the consummation of the Business Combination or to the amount of deferred underwriting commission that would be payable to JonesTrading upon the consummation of the Business Combination.
Greenberg Traurig, LLP
www.gtlaw.com
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
December 1, 2022
Page 5
How do I exercise my redemption rights?, page 14
6. We note your disclosure, “Holders of units must elect to separate the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares.” Please clearly disclose whether redeeming shareholders will be able to retain their warrants.
Response: In response to the Staff’s comment, the Company has revised the disclosures on page(s) 15 of the Amended Registration Statement to discuss redeeming shareholders’ ability to retain their warrants in the Question and Answer titled “If I exercise my redemption rights, would I be able to retain my warrants?”
Summary
Seamless Group Inc., page 20
7. Please balance your disclosure in the prospectus summary overview by explaining how the structure of Seamless will change after completion of the business combination. In an appropriate place in your prospectus please include structure charts showing the ownership of INFINT and Seamless (including the ownership of the operating subsidiaries of Seamless) prior to the business combination, an intermediate chart showing the reorganization, and a post-business combination chart showing the ownership of each entity. Please also disclose year-over-year revenue and net income/loss and indicate how the rest
Show Raw Text
CORRESP
1
filename1.htm
December
1, 2022
Securities
and Exchange Commission
Office
of Trade & Services
Division
of Corporation Finance
100
F Street NE
Washington,
D.C. 20549-3561
Re:
INFINT
Acquisition Corporation
Registration
Statement on Form S-4
Filed
on September 30, 2022
File
No: 333-267662
Dear
Mr. Anderegg:
On
behalf of INFINT Acquisition Corporation (the “Company”), set forth below are the Company’s responses to the
comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”) relating to the Company’s Registration Statement on Form S-4 (File No. 333-267662) (the “Registration
Statement”). An electronic version of Amendment No. 1 (“Amendment No. 1”) to the Registration Statement
has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as amended by Amendment No. 1,
is referred to as the “Amended Registration Statement.”
Set
forth below are the responses of the Company to the comments of the Staff’s letter to the Company, dated November 4, 2022, relating
to the Registration Statement. For ease of reference, the text of the comments in the Staff’s letter is reproduced in bold and
italics herein. Unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration
Statement. Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the
Amended Registration Statement.
Registration
Statement
Cover
Page
1. Revise
to disclose how you will calculate the number of shares that you will issue in exchange for
each Seamless ordinary share here and elsewhere that you discuss the consideration. We note
throughout the filing you state that the number of shares will be determined based on a “Payment
Spreadsheet.” Provide an illustrative example of the amount of consideration payable
based upon the formula that will be used in the Payment Spreadsheet, and discuss the various
inputs to the formula. If the amount of shares could fluctuate, please clearly state this
and, if you know in which direction the inputs are likely to fluctuate, revise to state as
much and project the likely results of such fluctuations. Please also disclose the aggregate
amount of the transaction consideration to be paid to holders of Seamless ordinary shares.
Greenberg
Traurig, LLP
One
Vanderbilt Avenue | New York, NY 10027 | T +1 212.801.9200 | F +1 212.801.6400
www.gtlaw.com
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
December
1, 2022
Page 2
Response:
In response to the Staff’s comment, the Company has revised the cover page and the disclosures on pages 21, 96, and 161 of the
Amended Registration Statement to describe how the number of shares that the Company will issue (the “New Seamless ordinary shares”)
in exchange for each Seamless ordinary share is calculated. As an illustrative example of the amount of consideration payable based upon
the formula that will be used in the Payment Spreadsheet, as defined in the Business Combination Agreement dated August 3, 2022, as amended
(the “Business Combination Agreement”), holders of Seamless’ ordinary shares (“Seamless Shareholders”)
are expected to receive $400,000,000 (“Seamless Value”) in aggregate consideration in the form of 40,000,000 New Seamless
ordinary shares (the “Aggregate Transaction Consideration”), which is equal to the quotient obtained by dividing the Seamless
Value by $10.00. The number of New Seamless ordinary shares each Seamless ordinary share will be converted to (the “Conversion
Rate”) equals to the quotient obtained by dividing the Aggregate Transaction Consideration by the number of issued and outstanding
Seamless ordinary shares at the merger effective time. Given that the Aggregate Transaction Consideration is 40,000,000 New Seamless
ordinary shares, based on 58,030,000 Seamless ordinary shares issued and outstanding as of June 30, 2022, the Conversion Ratio would
equal to approximately 0.6893. . The only variant to the formula discussed above is the number of Seamless ordinary shares outstanding
as of immediately prior to the merger effective time. The Conversion Rate is expected to fluctuate and is negatively related to the number
of issued and outstanding Seamless ordinary shares at the merger effective time. Assuming (i) solely for the purpose of illustration,
conversion of Seamless’ convertible bonds to ordinary shares of Seamless as of February 28, 2022, (ii) divestures of TNG Asia,
FNTI and GEA to its existing shareholders and the related buyback of Seamless ordinary shares, (iii) issuance of all shares and options
under the Seamless Incentive Plan, which shares and options have been reserved under the Seamless Incentive Plan and are a part of the
Aggregate Consideration, the Conversion Ratio would equal to 0.6547, based on 61,099,282 Seamless ordinary shares expected to be outstanding
as of that date. If the number of issued and outstanding Seamless ordinary shares increases at the merger effective time, the Conversion
Rate will decrease proportionally. The cover page and pages 21, 96, and 152 of the Amended Registration Statement have been revised to
disclose such fluctuations and their likely results and the disclosures on page 97 was further revised to provide an illustrative
example of the formula. The cover page and page(s) 21, 96, and 161 of the Amended Registration Statement have also been revised to
disclose that the aggregate amount of the transaction consideration to be paid to holders of Seamless ordinary shares will be 40,000,000
New Seamless ordinary shares.
Greenberg Traurig, LLP
www.gtlaw.com
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
December
1, 2022
Page 3
2. Please
revise here to state the percentage of New Seamless ordinary shares that will be held by
the INFINT Acquisition public shareholders, the Seamless shareholders (aside from Alexander
Kong), the Sponsor, the INFINT officers and directors, and each of EF Hutton and JonesTrading
following completion of the business combination. Please indicate separately the percentage
of outstanding ordinary shares that Mr. Kong, New Seamless’ chairman and chief executive
officer, will own based on no redemptions and maximum redemptions. Please also disclose that
Mr. Kong will have substantial influence over New Seamless’ business. Please include
similar disclosure throughout the prospectus, and where you present ownership of the “initial
shareholders” or the “sponsor and affiliates,” please separately present
the ownership of the sponsor from the ownership of the INFINIT officers and directors. Please
disclose total potential ownership interest in the combined company, assuming exercise and
conversion of all securities, and make similar revisions elsewhere that you present ownership
amounts, such as on page 26. Please also tell us whether the potential ownership interests
disclosed throughout take into consideration the conversion by Seamless of certain convertible
bonds and option deeds that are required as a condition to closing the transaction.
Response:
In response to the Staff’s comment, the Company has revised the cover page and the disclosures on page(s) 26-28 of the Amended
Registration Statement to disclose the percentage of New Seamless ordinary shares that will be held by the Company’s public shareholders,
the Sponsor, each of EF Hutton and JonesTrading, Seamless shareholders (excluding Alexander Kong) and Alexander Kong separately following
completion of the Business Combination. The cover page and pages 28 and 87 of the Amended Registration Statement have also been revised
to disclose Mr. Kong’s percentage ownership based on maximum redemptions by the Company’s shareholders and to disclose that
Mr. Kong will have substantial influence over New Seamless’ business. Page 28 of the Amended Registration Statement has been revised
to disclose total potential ownership interest of each of the parties described above in the combined company, assuming exercise and
conversion of all securities. In addition, the Company has added disclosures on page 27 to clarify that the Company’s directors
and officers have pecuniary interests in the Company’s ordinary shares held by the Sponsor through their ownership interests in
the Sponsor. The Company respectfully advises the Staff that the Company’s directors and officers do not hold any shares of the
Company directly.
The
Company also confirms that the potential ownership interests disclosed throughout the Amended Registration Statement do not take into
consideration the conversion by Seamless of certain convertible bonds and option deeds that are required as a condition to closing of
the Business Combination and have clarified the disclosures on pages 28 and 238 to indicate the same.
3. We
note here in several places in your filing that you state that initial shareholders have
agreed to waive their redemption rights in connection with the consummation of the Business
Combination with respect to any ordinary shares of INFINT they may hold. Please describe
any consideration provided in exchange for this agreement.
Greenberg Traurig, LLP
www.gtlaw.com
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
December
1, 2022
Page 4
Response:
In response to the Staff’s comment, the Company respectfully advises that its Sponsor, certain advisor transferees, officers and
directors and EF Hutton as a holder of representative shares have entered into a letter agreement with the Company, pursuant to which
they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection
with the completion of the Company’s initial business combination. No separate consideration was provided in exchange for the agreement
not to exercise their redemption rights. Rather, this agreement was part of the overall terms agreed to by such shareholders in connection
with the Business Combination.
What
vote is required to approve each proposal..., page 11
4. Revise
to quantify the amount of the vote needed by the INFINT public shareholders to approve each
proposal presented.
Response:
In response to the Staff’s comment, the Company has revised the disclosures in the Questions and Answers on pages 11 and 12 of the Amended Registration Statement to quantify the amount of the vote needed by the Company’s public shareholders to approve
each proposal presented therein.
Does
the Sponsor and/or any of the other initial shareholders..., page 12
5. In
each place where you discuss the interests of your sponsor and officers and directors, please
include and quantify any loans extended, fees due, and out-of-pocket expenses for which the
sponsor and its affiliates are awaiting reimbursement. Please also quantify the deferred
underwriting commission that Eric Weinstein will receive upon closing of the Business Combination.
Response:
The Company respectfully advises the Staff that the Company’s Sponsor and officers and directors did not have any loans extended
or fees due and only had a de minimis amount of $3,936.02 out-of-pocket expenses for which the Sponsor and its affiliates were eligible
for reimbursement as of September 30, 2022. In response to the Staff’s comment, the Company has revised the disclosures on pages
13, 69, and 101 of the Amended Registration Statement to clarify that the Company’s Sponsor and officers and directors may
have amounts due for reimbursement. The Company also revised the disclosure to indicate the total amount of the deferred underwriting
commission that JonesTrading is entitled to receive upon closing of the Business Combination and to clarify that Mr. Weinstein’s
compensation as the Managing Director of JonesTrading is not related or based on the consummation of the Business Combination or to the
amount of deferred underwriting commission that would be payable to JonesTrading upon the consummation of the Business Combination.
Greenberg Traurig, LLP
www.gtlaw.com
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
December
1, 2022
Page 5
How
do I exercise my redemption rights?, page 14
6. We
note your disclosure, “Holders of units must elect to separate the underlying public
shares and warrants prior to exercising redemption rights with respect to the public shares.”
Please clearly disclose whether redeeming shareholders will be able to retain their warrants.
Response:
In response to the Staff’s comment, the Company has revised the disclosures on page(s) 15 of the Amended Registration Statement
to discuss redeeming shareholders’ ability to retain their warrants in the Question and Answer titled “If I exercise my
redemption rights, would I be able to retain my warrants?”
Summary
Seamless
Group Inc., page 20
7. Please
balance your disclosure in the prospectus summary overview by explaining how the structure
of Seamless will change after completion of the business combination. In an appropriate place
in your prospectus please include structure charts showing the ownership of INFINT and Seamless
(including the ownership of the operating subsidiaries of Seamless) prior to the business
combination, an intermediate chart showing the reorganization, and a post-business combination
chart showing the ownership of each entity. Please also disclose year-over-year revenue and
net income/loss and indicate how the rest