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Correspondence 0001493152-23-020777 from Currenc Group Inc. (CURR)

Currenc Group Inc.
Date: June 9, 2023 · CIK: 0001862935 · Accession: 0001493152-23-020777

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File numbers found in text: 333-267662

Referenced dates: May 24, 2023

Date
April 18, 2023
Author
Not clearly detected
Form
CORRESP
Company
Currenc Group Inc.

Letter

Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance Amendment No. 3 to Registration Statement on Form S-4 Filed on April 18, 2023 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 Amendment No. 3 to Registration Statement on Form S-4 (File No. 333-267662) (the “Registration Statement”). An electronic version of Amendment No. 4 (“Amendment No. 4”) to the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as amended by Amendment No. 4, 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 May 24, 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. 3 to Form S-4 filed April 18, 2023

Summary Selected Historical, Unaudited Historical and Unaudited Pro Forma Condensed Statement of Operations, page 21

1. Pro forma condensed statements of comprehensive income should be filed for only the most recent fiscal year. Please revise or advise. Refer to Rule 11-02(c)(2)(i) of Regulation S-X.

Response: The Company respectfully advises the Staff that the condensed statements of comprehensive income for 2021 and 2020 have been deleted from this most recent filing. The Amended Registration Statement includes the most recent fiscal year (2022) and the period from the most recent fiscal year end to the most recent interim date for which a balance sheet is required (January 1, 2023 through March 31, 2023) in compliance with Rule 11-02(c)(2)(i) of Regulation S-X.

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

June 9, 2023

Page

Divestitures, page 97

2. We note your response to comment 2 and your explanation that the structure of the transaction is to insure that New Seamless will not be under common control with the Divestiture Entities. Given that it appears that Mr. Kong will own a majority of outstanding shares for New Seamless as well as the Divestiture Entities, as well as Section 7.20 of the Business Combination Agreement which states that following the Divestitures, the Divestiture Entities will no longer be affiliates, please disclose the potential risk, if any, that New Seamless and the Divestiture Entities are affiliates, and the impact to the transaction and future business of the combined company if such entities are affiliates.

Response: The Company respectfully advises the Staff that, although Mr. Kong will own a majority of the outstanding shares of New Seamless as well as the Divestiture Entities, it believes that New Seamless and the Divestiture Entities would not be affiliates. While New Seamless and the Divestiture Entities will have ownership overlap, they will have separate operations and New Seamless will have an independent board of directors guiding its operations. Neither New Seamless nor the Divestiture Entities will be liable for each other’s debts or other obligations and will maintain separate offices and lines of business, nor will they hold themselves out to third parties as being related parties.

However, to the extent they were considered affiliates, it is possible that a third party could attempt to hold New Seamless liable for an obligation of the Divestiture Entities. Further, the Company represented in its IPO Prospectus dated November 23, 2021 that it had “no intention of . . . acquiring any business that is based in, or which does business in China or Hong Kong.” The Divestiture Entities conduct business in those jurisdictions, among others, as well as maintain an office in Hong Kong. Thus, in the unlikely event the Divestiture Entities were considered affiliates of New Seamless, it could be considered in conflict with the Company’s disclosure in its IPO Prospectus, which could result in potential shareholder claims relating to the disclosure in the IPO Prospectus.

Accordingly, the Company has added a risk factor to address these matters on pages 59 and 76 as well as added disclosure on page 96 of the Amended Registration Statement.

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

June 9, 2023

Page

Background of the Business Combination, page 105

3. We note your response to comment 4. However, it appears that the materials and analyses prepared by ARC and JonesTrading were used by management to determine the valuation of Seamless, and the Board determined that the valuation analysis conducted by management with the input of ARC and JonesTrading, supported the valuation. Based on the current disclosure, it does not appear that management relied on other sources, reports or analyses to determine the valuation aside from those provided by ARC and JonesTrading. Given this, please tell us why you believe that such materials were not materially related to the transaction. In the alternative, please file the materials as exhibits to the registration statement, and file consents from ARC and JonesTrading. Refer to Item 21(c) of Form S-4 and Rule 436 of the Securities Act.

Response: In response to the Staff’s comment, the Company has included the materials prepared by ARC and JonesTrading as Annexes I-1 and I-2 to the proxy statement/prospectus, respectively. In addition, the Company has filed ARC and JonesTrading consents as Exhibits 23.4 and 23.5 to the Amended Registration Statement, respectively.

4. We note your response to comment 16 that the company reviewed all “material agreements” between Ripple and Seamless. Please revise to clarify, if true, that management reviewed all material agreements relating to Seamless’ relationship with Ripple, including agreements between Ripple and Tranglo. Please revise to identify the specific agreements reviewed, which terms in particular the management team considered, and how these agreements impacted management’s evaluation of the relationship with Ripple. Please also revise your disclosure, in an appropriate place in the prospectus, to describe each of these agreements. Your disclosure should include all material terms of such agreements.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 79 and 107 of the Amended Registration Statement to clarify which agreements relating to Seamless’ relationship with Ripple the Company reviewed as well as to further clarify the disclosure regarding INFINT management’s evaluation of the relationship with Ripple. The Company also revised disclosure on page 251 of the Amended Registration Statement to provide descriptions of the pay-out support agreement and the shareholder agreement for Tranglo.

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

June 9, 2023

Page

Unaudited Pro Forma Condensed Combined Financial Information, page 143

5. Reference is made to Note 2(dd) on page F-35 and your disclosure that shares granted under the 2022 Incentive Plan will vest upon a de SPAC merger. Please tell us how you reflect vesting in the pro forma financial information.

Response: The Company respectfully advises the Staff that the impact of the shares granted under the 2022 Incentive Plan that will vest upon a deSPAC merger has been reflected in the pro forma balance sheet and in the pro forma statements of operations for the year ended December 31, 2022 and for the three months ended March 31, 2023. Please see note M(5) to the pro forma balance sheet and notes (gg) and (oo) to the pro forma statements of operations.

Pro Forma Condensed Combined Balance Sheet, page 147

6. Reference is made to the first bullet on page 146 where you disclose that Scenario 2 gives effect to the maximum amount of redemptions that would enable you to have at least $5,000,001 of net tangible assets after the Business Combination is consummated. Scenario 2 is currently showing net tangible asset (deficit) of ($3,932,009). Please revise or advise.

Response: The Company respectfully advises the Staff that we have revised the disclosures throughout the Amended Registration Statement to state that INFINT will not consummate the Business Combination unless it has $5,000,001 of net tangible assets immediately prior to the consummation of the Business Combination. The ($3,932,009) cited in the Staff’s comment was taken from the consolidated pro forma balance sheet after the merger of Merger Sub with and into Seamless, whereas our calculation was performed prior to such merger, and the revised disclosure regarding the Maximum Redemption Scenario 2 is now consistent with the calculation.

Seamless’ Business, page 172

7. We note your revisions in response to comment 5. Reference is made to the first paragraph on page 172. Please revise to clarify who the “remittance agent” is in transactions you are involved in.

Response: The Company respectfully advises the Staff that Tranglo serves as the remittance agent. The Company revised the disclosure on page 174 of the Amended Registration Statement.

8. We note your revisions in response to comment 5. Reference is made to page 184. Please tell us the sender’s obligations in Ripple’s ODL including to whom the sender’s obligation is to.

.

Response: The Company respectfully advises the Staff that upon acceptance of a proposal with RippleNet as indicated in Step 3 of the Funds Flow chart on page 186, as indicated on Step 4 of the Funds Flow chart, the transaction is executed. At that time the Sender, or the ODL RP, would have an obligation to Ripple to repay the fiat currency amount. As part of the acceptance of the commitment from RippleNet, the ODL RP draws down the XRP in its wallet and Ripple moves the XRP directly to Tranglo as also indicated in Step 4 of the Funds Flow chart on page 186.

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

June 9, 2023

Page

9. We note your revisions in response to comment 5. In step 4 of the Fund Flow on page 184, please clarify the rights and obligations of the XRP wallet accounts on the crypto exchanges. Please tell us who controls the XRP immediately prior to the transfer (draw down) on the crypto exchanges and clarify your role in the XRP exchange transaction. In this regard, tell us if you are the buying or borrowing XRP from the ODL RP or Ripple and then liquidating for cash or are you introducing the ODL RP to a market maker that is the counter party to the purchase of XRP. Please tell us how you account for the formation and subsequent activity in the Slippage Pool mentioned in step 5 on page 184, including deposits, draw downs and selling of XRP. Explain who controls the Slippage Pool and Ripple and Tranglo’s rights and obligations throughout the process. Finally, clarify if Tranglo is responsible for repayment of draw downs needed and used.

Response: The Company respectfully advises the Staff that prior to the ODL RP agreeing to the terms of a transaction, the XRP that is in the ODL RP’s wallet is a bailment and all legal right and title to the XRP remains with Ripple. Upon acceptance of the transaction, the XRP is drawn down by the ODL RP and title passes from Ripple to the ODL RP. Ripple near instantaneously transfers the XRP to Tranglo’s account. As part of the transaction, Ripple has committed to both the ODL RP and Tranglo that the transfer of XRP from the ODL RP to Tranglo’s crypto wallet, and the subsequent liquidation of the XRP will end up with the exact agreed amount in fiat currency as stated in the transaction, in the example above $100,000, being provided to Tranglo. Thus, as part of the transaction, Tranglo receives the XRP and the XRP is immediately liquidated into fiat currency through a programmatic liquidation system developed by Ripple in the two crypto exchanges that Tranglo adopted. This $100,000 is considered as fiat currency being sent from the ODL RP to Tranglo for prefunding purpose. This commitment provided by Ripple on the exact amount of fiat currency after liquidation is conducted through the use of the Slippage Pool, as explained below. Tranglo does not buy or borrow the XRP, and Seamless is of the understanding that the XRP is liquidated through selling the XRP directly in the crypto market by the programmatic liquidation system. Seamless has no knowledge of the existence of any market maker or counterparty to that transaction. After liquidation, Tranglo receives the amount in fiat currency in its crypto wallet account and will transfer that fiat currency to Tranglo’s own bank account on the next business day.

Se

Show Raw Text
CORRESP
1
filename1.htm

June
9, 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. 3 to Registration Statement on Form S-4

    Filed
    on April 18, 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. 3 to Registration Statement on Form S-4 (File
No. 333-267662) (the “Registration Statement”). An electronic version of Amendment No. 4 (“Amendment No.
4”) to the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration
Statement, as amended by Amendment No. 4, 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 May 24, 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. 3 to Form S-4 filed April 18, 2023

Summary
Selected Historical, Unaudited Historical and Unaudited
Pro Forma Condensed Statement of Operations, page 21

1. Pro
                                            forma condensed statements of comprehensive income should be filed for only the most recent
                                            fiscal year. Please revise or advise. Refer to Rule 11-02(c)(2)(i) of Regulation S-X.

Response:
The Company respectfully advises the Staff that the condensed statements of comprehensive income for 2021 and 2020 have been deleted
from this most recent filing. The Amended Registration Statement includes the most recent fiscal year (2022) and the period from the most recent fiscal
year end to the most recent interim date for which a balance sheet is required (January 1, 2023 through March 31, 2023) in compliance with
Rule 11-02(c)(2)(i) of Regulation S-X.

    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

June
9, 2023

Page
2

Divestitures,
page 97

2. We
                                            note your response to comment 2 and your explanation that the structure of the transaction
                                            is to insure that New Seamless will not be under common control with the Divestiture Entities.
                                            Given that it appears that Mr. Kong will own a majority of outstanding shares for New Seamless
                                            as well as the Divestiture Entities, as well as Section 7.20 of the Business Combination
                                            Agreement which states that following the Divestitures, the Divestiture Entities will no
                                            longer be affiliates, please disclose the potential risk, if any, that New Seamless and the
                                            Divestiture Entities are affiliates, and the impact to the transaction and future business
                                            of the combined company if such entities are affiliates.

Response:
The Company respectfully advises the Staff that, although Mr. Kong will own a majority of the outstanding shares of New Seamless
as well as the Divestiture Entities, it believes that New Seamless and the Divestiture Entities would not be affiliates. While New Seamless
and the Divestiture Entities will have ownership overlap, they will  have separate operations and New Seamless will have an
independent board of directors guiding its operations. Neither New Seamless nor the Divestiture Entities will be liable for each
other’s debts or other obligations and will maintain separate offices and lines of business, nor will they hold themselves
out to third parties as being related parties.

However,
to the extent they were considered affiliates, it is possible that a third party could attempt to hold New Seamless liable for an obligation
of the Divestiture Entities. Further, the Company represented in its IPO Prospectus dated November 23, 2021 that it had “no
intention of . . . acquiring any business that is based in, or which does business in China or Hong Kong.” The Divestiture
Entities conduct business in those jurisdictions, among others, as well as maintain an office in Hong Kong. Thus, in the unlikely event
the Divestiture Entities were considered affiliates of New Seamless, it could be considered in conflict with the
Company’s disclosure in its IPO Prospectus, which could result in potential shareholder claims relating to the disclosure in
the IPO Prospectus.

Accordingly,
the Company has added a risk factor to address these matters on pages 59 and 76 as well as added disclosure on page 96
of the Amended Registration Statement.

Securities
                                            and Exchange Commission

Office
of Trade and Services

Division
of Corporation Finance

June
9, 2023

Page
3

Background
of the Business Combination, page 105

3. We
                                            note your response to comment 4. However, it appears that the materials and analyses prepared
                                            by ARC and JonesTrading were used by management to determine the valuation of Seamless, and
                                            the Board determined that the valuation analysis conducted by management with the input of
                                            ARC and JonesTrading, supported the valuation. Based on the current disclosure, it does not
                                            appear that management relied on other sources, reports or analyses to determine the valuation
                                            aside from those provided by ARC and JonesTrading. Given this, please tell us why you believe
                                            that such materials were not materially related to the transaction. In the alternative, please
                                            file the materials as exhibits to the registration statement, and file consents from ARC
                                            and JonesTrading. Refer to Item 21(c) of Form S-4 and Rule 436 of the Securities Act.

Response:
In response to the Staff’s comment, the Company has included the materials prepared by ARC and JonesTrading as
Annexes I-1 and I-2 to the proxy statement/prospectus, respectively. In addition, the Company has filed ARC and JonesTrading consents
as Exhibits 23.4 and 23.5 to the Amended Registration Statement, respectively.

4. We
                                            note your response to comment 16 that the company reviewed all “material agreements”
                                            between Ripple and Seamless. Please revise to clarify, if true, that management reviewed
                                            all material agreements relating to Seamless’ relationship with Ripple, including agreements
                                            between Ripple and Tranglo. Please revise to identify the specific agreements reviewed, which
                                            terms in particular the management team considered, and how these agreements impacted management’s
                                            evaluation of the relationship with Ripple. Please also revise your disclosure, in an appropriate
                                            place in the prospectus, to describe each of these agreements. Your disclosure should include
                                            all material terms of such agreements.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 79 and 107
of the Amended Registration Statement to clarify which agreements relating to Seamless’ relationship with Ripple the Company
reviewed as well as to further clarify the disclosure regarding INFINT management’s evaluation of the relationship
with Ripple. The Company also revised disclosure on page 251 of the Amended Registration Statement to provide descriptions
of the pay-out support agreement and the shareholder agreement for Tranglo.

Securities
                                            and Exchange Commission

Office
of Trade and Services

Division
of Corporation Finance

June
9, 2023

Page
4

Unaudited
Pro Forma Condensed Combined Financial Information, page 143

5. Reference
                                            is made to Note 2(dd) on page F-35 and your disclosure that shares granted under the 2022
                                            Incentive Plan will vest upon a de SPAC merger. Please tell us how you reflect vesting in
                                            the pro forma financial information.

Response:
The Company respectfully advises the Staff that the impact of the shares granted under the 2022 Incentive Plan that will vest
upon a deSPAC merger has been reflected in the pro forma balance sheet and in the pro forma statements of operations for the year ended
December 31, 2022 and for the three months ended March 31, 2023. Please see note M(5) to the pro forma balance sheet and notes (gg) and
(oo) to the pro forma statements of operations.

Pro
Forma Condensed Combined Balance Sheet, page 147

6. Reference
                                            is made to the first bullet on page 146 where you disclose that Scenario 2 gives effect to
                                            the maximum amount of redemptions that would enable you to have at least $5,000,001 of net
                                            tangible assets after the Business Combination is consummated. Scenario 2 is currently showing
                                            net tangible asset (deficit) of ($3,932,009). Please revise or advise.

Response:
The Company respectfully advises the Staff that we have revised the disclosures throughout the Amended Registration Statement
to state that INFINT will not consummate the Business Combination unless it has $5,000,001 of net tangible assets immediately prior to
the consummation of the Business Combination. The ($3,932,009) cited in the Staff’s comment was taken from the consolidated pro
forma balance sheet after the merger of Merger Sub with and into Seamless, whereas our calculation was performed prior to such merger,
and the revised disclosure regarding the Maximum Redemption Scenario 2 is now consistent with the calculation.

Seamless’
Business, page 172

7. We
                                            note your revisions in response to comment 5. Reference is made to the first paragraph on
                                            page 172. Please revise to clarify who the “remittance agent” is in transactions
                                            you are involved in.

Response:
The Company respectfully advises the Staff that Tranglo serves as the remittance agent. The Company revised the disclosure on page
174 of the Amended Registration Statement.

8. We
                                            note your revisions in response to comment 5. Reference is made to page 184. Please tell
                                            us the sender’s obligations in Ripple’s ODL including to whom the sender’s
                                            obligation is to.

.

Response:
The Company respectfully advises the Staff that upon acceptance of a proposal with RippleNet as indicated in Step 3 of the Funds
Flow chart on page 186, as indicated on Step 4 of the Funds Flow chart, the transaction is executed. At that time the Sender,
or the ODL RP, would have an obligation to Ripple to repay the fiat currency amount. As part of the acceptance of the commitment from
RippleNet, the ODL RP draws down the XRP in its wallet and Ripple moves the XRP directly to Tranglo as also indicated in Step 4 of the
Funds Flow chart on page 186.

Securities
                                            and Exchange Commission

Office
of Trade and Services

Division
of Corporation Finance

June
9, 2023

Page
5

9. We
                                            note your revisions in response to comment 5. In step 4 of the Fund Flow on page 184, please
                                            clarify the rights and obligations of the XRP wallet accounts on the crypto exchanges. Please
                                            tell us who controls the XRP immediately prior to the transfer (draw down) on the crypto
                                            exchanges and clarify your role in the XRP exchange transaction. In this regard, tell us
                                            if you are the buying or borrowing XRP from the ODL RP or Ripple and then liquidating for
                                            cash or are you introducing the ODL RP to a market maker that is the counter party to the
                                            purchase of XRP. Please tell us how you account for the formation and subsequent activity
                                            in the Slippage Pool mentioned in step 5 on page 184, including deposits, draw downs and
                                            selling of XRP. Explain who controls the Slippage Pool and Ripple and Tranglo’s rights
                                            and obligations throughout the process. Finally, clarify if Tranglo is responsible for repayment
                                            of draw downs needed and used.

Response:
The Company respectfully advises the Staff that prior to the ODL RP agreeing to the terms of a transaction, the XRP that is in the
ODL RP’s wallet is a bailment and all legal right and title to the XRP remains with Ripple. Upon acceptance of the transaction,
the XRP is drawn down by the ODL RP and title passes from Ripple to the ODL RP. Ripple near instantaneously transfers the XRP to Tranglo’s
account. As part of the transaction, Ripple has committed to both the ODL RP and Tranglo that the transfer of XRP from the ODL RP to
Tranglo’s crypto wallet, and the subsequent liquidation of the XRP will end up with the exact agreed amount in fiat currency as
stated in the transaction, in the example above $100,000, being provided to Tranglo. Thus, as part of the transaction, Tranglo receives
the XRP and the XRP is immediately liquidated into fiat currency through a programmatic liquidation system developed by Ripple
in the two crypto exchanges that Tranglo adopted. This $100,000 is considered as fiat currency being sent from the ODL RP to Tranglo
for prefunding purpose. This commitment provided by Ripple on the exact amount of fiat currency after liquidation is conducted through
the use of the Slippage Pool, as explained below. Tranglo does not buy or borrow the XRP, and Seamless is of the understanding that the
XRP is liquidated through selling the XRP directly in the crypto market by the programmatic liquidation system. Seamless has no knowledge
of the existence of any market maker or counterparty to that transaction. After liquidation, Tranglo receives the amount in fiat currency
in its crypto wallet account and will transfer that fiat currency to Tranglo’s own bank account on the next business day.

Se