Correspondence 0001493152-23-020777 from Currenc Group Inc. (CURR)
Currenc Group Inc.
Date: June 9, 2023 · CIK: 0001862935 · Accession: 0001493152-23-020777
AI Filing Summary & Sentiment
File numbers found in text: 333-267662
Referenced dates: May 24, 2023
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