Correspondence 0001493152-23-012657 from Currenc Group Inc. (CURR)
Currenc Group Inc.
Date: April 17, 2023 · CIK: 0001862935 · Accession: 0001493152-23-012657
AI Filing Summary & Sentiment
File numbers found in text: 333-267662
Referenced dates: March 22, 2023
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CORRESP
1
filename1.htm
April
17, 2023
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
Amendment
No. 2 to Registration Statement on Form S-4
Filed
on February 13, 2023
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 Amendment No. 2 Registration Statement on Form S-4 (File No. 333-267662)
(the “Registration Statement”). An electronic version of Amendment No. 3 (“Amendment No. 3”) to
the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as amended
by Amendment No. 3, 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 March 22, 2023, 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.
Amendment
No. 2 to Form S-4 filed February 13, 2023
The
funding process used by certain customers of Tranglo relies on cryptocurrency issued by one of our strategic partners..., page 54
1. We
note your revised risk factor in response to comment 7. Given your relationship with Ripple,
please tell us why you cannot provide any assurances that Ripple has all relevant licenses
and approvals.
Response:
On behalf of Seamless, the Company respectfully advises the Staff that Seamless’ agreements with Ripple include representations
and warranties by Ripple regarding its holding of all relevant licenses and approvals, providing the basis for Seamless’
belief that Ripple has the requisite authorities. However, Seamless lacks the access and expertise to provide further assurance regarding
Ripple’s regulatory compliance or ability to respond to future changes in the regulation’s governing Ripple’s
business.
Greenberg
Traurig, LLP
One
Vanderbilt Avenue | New York, NY 10027 | T +1 212.801.9200 | F +1 212.801.6400
ACTIVE
686176204v5
www.gtlaw.com
Securities
and Exchange Commission
Office
of Trade and Services
Division
of Corporation Finance
April
17, 2023
Page 2
Divestitures,
page 97
2. We
note your response to comment 10. It appears that Mr. Alex Kong, the Chairman and controlling
shareholder of Seamless following the business combination, will retain a significant ownership
percentage in the Divestiture Entities following the divestitures. Please tell us how this
is consistent with Section 7.20 of the Business Combination Agreement which notes that upon
consummation of the divestitures, the Divestiture Entities will no longer be affiliates of
Seamless.
We
also note that the investment mandate as set forth in the prospectus for InFinT’s initial public offering stated that InFinT did
not intend to acquire any business which does business in China or Hong Kong. Given that TNG Asia and GEA comprise the predominate portion
of Tranglo’s Hong Kong related revenue, and that they will continue to remain customers after the divestitures, please explain
how the board determined that the continued relationship with TNG Asia and GEA following the business combination was consistent with
the investment mandate.
Response:
The Company respectfully advises the Staff that following the Business Combination, the board of directors of New Seamless will consist
of five members, one of whom will be Mr. Kong and the other four of which will be independent directors. Three of those independent directors
have no prior or existing relationship with Seamless or the Divesture Entities. Mr. Eng Ho NG is currently an independent director
of TNG Asia, but will resign that position upon divesture by Seamless of the Divesture Entities. The supermajority of independent directors
on the board of directors of New Seamless and the Related Person Transactions Policy to be implemented by the New Seamless board following
the consummation of the Business Combination, which will require approval of any related party transaction by the Audit Committee of
New Seamless, including any transaction with Mr. Kong or any entities affiliated with him, are intended to insure that New Seamless will
not be under common control with the Divesture Entities and accordingly not Affiliates within the meaning of that term as defined in
the Business Combination Agreement.
The
Company further respectfully advises the Staff that following the Business Combination, even though New Seamless will have the benefit
of continuing relationships with its existing customers located in China or Hong Kong, the Company will not have any corporate operations
in China or Hong Kong. As required by the Business Combination Agreement, New Seamless headquarters will be relocated to Singapore and
New Seamless will not have any offices in China or Hong Kong. Further, as set forth above, as a result of the divesture of the Divesture
Entities, New Seamless will not be affiliated with TNG or GEA and will not otherwise have any corporate presence in the region. New Seamless
does not intend to continue to market in the region or try to capture new customers. The Company’s board of directors determined
that the changes to the corporate structure required by the Business Combination Agreement, including divesture of the Divesture Entities
and headquarter relocation, will enable the Company to comply with its investment mandate while ensuring minimum disruptions to the business,
goodwill and customer relationships of New Seamless.
Greenberg
Traurig, LLP
www.gtlaw.com
Securities
and Exchange Commission
Office
of Trade and Services
Division
of Corporation Finance
April
17, 2023
Page 3
Background
of the Business Combination, page 106
3. We
note your revised disclosure in response to comment 16 and that the management team reviewed
“agreements related to” the relationship between Ripple and Seamless. Please
revise to explain what agreements were reviewed and how the review of these agreements impacted
management’s evaluation of the relationship with Ripple.
Response:
As part of due diligence, the Company’s management team reviewed all material agreements of Seamless, including material agreements
with Ripple, which have all been filed as exhibits to the Registration Statement. The Company has revised the disclosure on page 107
of the Amended Registration Statement to clarify the disclosure.
4. We
note your response to comment 19 that the materials referenced do not constitute reports,
opinions or appraisals within the meaning of Item 1015. Please provide a more detailed legal
analysis explaining why the referenced materials do not constitute reports, opinions, or
appraisals within the meaning of Item 1015, and why the company does not consider such information
to be material to the transaction, if true. We note that ARC and Jones Trading each determined
an implied enterprise valuation through their valuation analysis, and that these analyses
were used to support a counter offer of a $400 million valuation and were “used by
the management for purposes of discussions with the target.” In addition, the comparable
company valuation analyses prepared with ARC and Jones Trading are listed as factors supporting
the InFinT’s Board’s decision to enter into the Business Combination Agreement.
Alternatively, amend your disclosure to provide the information required by Item 1015(b)
of Regulation M-A and Item 4(b) of Form S-4.
Item
4(b) of the Form S-4 requires the Company to include certain information if “a report, opinion or appraisal materially relating
to the transaction has been received from an outside party, and such report, opinion or appraisal is referred to in the prospectus.”
The Company continues to believe that the market updates provided by ARC and JonesTrading were not reports, opinions or appraisals within
the parameters of Item 4(b) of Form S-4 and Item 1015(b) of Regulation M-A as they were not material to the transaction but simply provided
points of references, based on publicly available information, for the management’s due diligence, analysis and presentation of
its views to the board of directors. As previously noted, the management and the board of directors of the Company considered a number
of factors in determining to pursue a business combination with Seamless and enter into the Business Combination Agreement and the materials
prepared by Jones Trading and ARC were only a small component of the overall mix of information considered by management and the board
of directors of the Company.
Although
the Company continues to believe that the market updates provided by ARC and JonesTrading were not reports, opinions or appraisals within
the parameters of Item 4(b) of Form S-4 and Item 1015(b) of Regulation M-A, the Company notes that the disclosure regarding JonesTrading,
ARC and their respective reports already provided on pages 107 and 108 of the Amendment No. 3 is generally consistent with to the
disclosure requirements of Item 1015(b) of Regulation M-A. In addition, the Company has further revised the disclosure on pages 107
and 108 of the Amended Registration Statement to further comply with the disclosure requirements of Item 1015(b) of Regulation M-A
to clarify that no material relationship existed during the past two years and no compensation was received or to be received as a result
of such relationship between each of ARC, JonesTrading, their respective affiliates or representatives and Seamless or its affiliates.
The Company further notes that with regard to the preliminary market updates completed by JonesTrading and ARC for use by INFINT’s
management, the Company already has disclosed in the Amended Registration Statement on pages 107 and 108 the applicable assumptions,
the comparable companies used, and the results of these analyses. The Company does not believe that providing copies of the actual analyses
is necessary given disclosure in the Amended Registration Statement includes the same information as what is reflected in the analyses.
Greenberg
Traurig, LLP
www.gtlaw.com
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
April 17, 2023
Page 4
Seamless’
Business, page 172
5. We
note your responses to comments 24, 32 and 33. Please revise your graphical presentations
on pages 175 and 187 and descriptions of the journeys to provide further details of how the
remittance process works from sender continuing through to the beneficiary. Please ensure
your disclosure addresses who controls the assets before and after the various transfers
in the process and disclose the various rights and obligations of each party in the process
at the various stages. Please disclose what each party gives up and receives along the journeys.
In addition, please revise the graphic and/or paragraphs for consistency to use consistent
terms to describe the parties and transactions. In this regard, please clarify who/what “participants,”
“remittance hub,” “remittance agent,” and “payout agent”
are. Please also tell us your consideration of adding prefunding as a step in the graphic’s
journey. Please clarify if the remittance licensee are depositing funds with Tranglo, if
Tranglo makes payments directly to beneficiaries and the roles of remittance agents and payout
agents.
Please
clarify how you record the receipt and subsequent liquidation of the XRP in the ODL transactions. Your response appears to only focus
on the prefunding process that involves cash. Please refer to steps 3 and 4 in your descriptions of the journey on page 187. Also, please
tell us how you account for the formation and subsequent activity in the Slippage Pool mentioned in the first and second paragraphs on
page 187, including deposits, draw downs and selling of XRP. In step 2 of the journey on page 187, please clarify who has custody of
the XRP digital wallet accounts. If you have custody, please tell us how you account for them. In step 3 of the journey on page 187,
please clarify if you are buying or borrowing XRP from the Remittance Licensee and then liquidating for cash. Please tell us who controls
the XRP immediately prior to the sale on your exchange. Also, please clarify your role in the XRP exchange transaction. In this regard,
tell us if you are the buyer or are you introducing the Remittance Licensee to a market maker that is the counter party to the purchase
of XRP.
Response: In
response to the Staff’s comment, the Company has revised the disclosures on pages 172 and page 184 of the Amended
Registration Statement to provide the requested disclosure.
Strong
Strategic Partnership Network, page 186
6. We
note your revisions and your written response to comment 25. Please confirm
that
there were no material gaps identified by your board or management with respect to risk management processes and policies in light of
current crypto asset market conditions and the volatility in the price of XRP. In the alternative, please describe any gaps, to the extent
material, as well as any changes made to address those gaps.
Response:
On behalf of Seamless, the Company respectfully advises the Staff that the board and management of Seamless have not identified any
material gaps with respect to risk management processes and policies in light of current crypto asset market conditions and the volatility
in the price of XRP. Because Tranglo usually holds XRP for just few seconds to few minutes on every working day, and because the Slippage
Pool acts as a buffer for the liquidation process, the board and management of Seaml