Correspondence 0001493152-23-027708 from Currenc Group Inc. (CURR)
Currenc Group Inc.
Date: Aug. 11, 2023 · CIK: 0001862935 · Accession: 0001493152-23-027708
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-267662
Referenced dates: July 28, 2023
Letter
Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance Amendment No. 4 to Registration Statement on Form S-4 Filed on June 9, 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. 4 Registration Statement on Form S-4 (File No. 333-267662) (the “Registration Statement”). An electronic version of Amendment No. 5 (“Amendment No. 5”) to the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as amended by Amendment No. 5, 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 July 28, 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.
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
August 11, 2023
Page 2
Amendment No. 4 to Form S-4 filed June 9, 2023
Risk Factors
General, page 47
1. It appears that following the transaction, approximately 15% of your revenue will continue to be generated from customers in Hong Kong. We also note that the Chairman of New Seamless, Mr. Kong, appears to be located in or have ties with Hong Kong and/or the PRC, and after the transaction, Mr. Kong will own a majority of the outstanding shares for New Seamless as well as TNG Asia and GEA, which are located in Hong Kong. Further, we note that certain executive officers and directors of New Seamless appear to be located in Hong Kong and/or the PRC. Given the ties to Hong Kong and the PRC, please describe any material impact that intervention or control by the PRC government has or may have on your business or on the value of your securities. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” Please also disclose the legal and operational risks associated with such ties to Hong Kong and the PRC, and make clear whether these risks could result in a material change in your operations and/or the value of New Seamless’ securities.
Response: The Company respectfully advises the Staff that Seamless believes the intervention or control of New Seamless by the PRC or Hong Kong government with New Seamless is unlikely for the reasons set forth below; however, the Company has added a risk factor disclosing the impact on New Seamless in the unlikely event this occurs.
The operation of TNG Asia is regulated by the Hong Kong Monetary Authority and the operation of GEA is regulated by the Hong Kong Custom and Excises Department. Both TNG Asia and GEA are not regulated or governed by any PRC authorities or regulators. Further, both TNG Asia and GEA are not in high tech or sensitive industries, and neither has more than one million users nor possesses any sensitive personal data. To date, neither the PRC nor the Hong Kong authorities have given any indication of shutting down remittance businesses in general or of TNG Asia and GEA in particular. Given that foreign workers are important to the Hong Kong economy, and they will only work if they are permitted to remit salary back to their home country, any possibility of a shutdown would cause great damage to the Hong Kong economy. As a result, Seamless does not anticipate any intervention or control from the PRC or Hong Kong authorities based on the operations of either TNG Asia or GEA. In the very unlikely scenario TNG Asia and GEA were not allowed to conduct business with New Seamless after the closing of the business combination, Seamless believes this would result in an approximate loss of 15% of TPV, or 9.4% of remittance revenue for Tranglo’s remittance business for the year ended December 31, 2022, and a corresponding loss of 5.5% total revenue, or 5.3% of gross profit. While a loss of 5% of total revenue would be significant, it is significantly lower than the 15% of revenue suggested by the Staff.
On the other hand, Tranglo is based in Malaysia and WalletKu is entirely in Indonesia. As such, the two subsidiaries of Seamless will not be governed or regulated by Hong Kong or PRC authorities. Tranglo is regulated by four central banks: the central bank of Malaysia (BNM), the Monetary Authority of Singapore (MAS), the central bank of UK and the central bank of Indonesia. WalletKu is regulated by the Commerce Department of Indonesia.
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
August 11, 2023
Page 3
Tranglo is based in Malaysia with its main overseas branch in Singapore. As of December 31, 2022, Tranglo’s remittance network now covers 22 countries, with its top four remittance sending countries being Hong Kong, UK, Singapore, Korea, and top four remittance receiving countries being Philippines, Indonesia, Malaysia, and Nepal. For its global airtime transfer business, as of December 31, 2022, the top four sending countries were Malaysia, UAE, Saudi Arabia, and Ireland, whereas the top four receiving countries were Indonesia, Pakistan, Philippines, and Bangladesh. WalletKu is based in Indonesia, and its business is focused on the Indonesian market. We do not think that Hong Kong or the PRC have the authority, or direct or indirect power, to regulate or intervene in the operations of these two entities.
We also note that the operating team of Tranglo resides mostly in Malaysia with some team members located in Singapore. The entire management team of WalletKu resides in Indonesia. Accordingly, Seamless believes that the operating teams of the two businesses comprising New Seamless are beyond the reach of Hong Kong or the PRC regulators.
Further, the board of New Seamless after completing the business combination will be comprised of five directors, of which the Chairman, Mr. Kong, is a Malaysian citizen and the remaining four independent directors are not citizens of China or Hong Kong. Of the four independent directors, two independent directors are United States citizens who reside regularly in the USA, one independent director is a Singaporean citizen normally residing in Singapore whereas another independent director is a Malaysian citizen normally residing in Malaysia. Other than his businesses, Mr. Kong has no ties to Hong Kong or the PRC and is not active in politics. Seamless does not believe that Mr. Kong would be subject to control by the Chinese government or that the Chinese government has the ability to control the business or operations of New Seamless.
It will be difficult to acquire jurisdiction and enforce liabilities..., page 63
2. Please revise this risk factor to identify any directors, officers or members of senior management located in the PRC or Hong Kong and specifically address the challenges of bringing actions and enforcing judgments/liabilities against such individuals. Please include a similar discussion in “Management of New Seamless Following the Business Combination” starting on page 235.
Response: The Company has revised the risk factor on page 63 of the Amended Registration Statement to address the Staff’s comment. In addition, the Company also included a similar discussion on page 237 in “Management of New Seamless Following the Business Combination” section.
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
August 11, 2023
Page 4
Becoming a public company through a merger..., page 79
3. Your revised disclosure states 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. Please tell us whether you have filed as exhibits all agreements with Ripple that are required to be filed by Item 601(b)(10) of Regulation S-K, including any in which Seamless has a beneficial interest, even if Seamless or Tranglo are not parties to the agreement. To the extent that you have not filed all such agreements, such as the agreements relating to the transfer of interests in Tranglo, please file these agreements and revise the prospectus to disclose the material terms of such agreements.
Response: The Company respectfully advises the Staff that it believes that Seamless has provided, and the Company has filed, all material agreements to which Seamless or any of their subsidiaries are a party to or has a beneficial interest in. As noted in the Company’s prior response letter to the Staff, 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.
Tranglo, page 181
4. On page 186 you disclose that in connection with the failure of Silicon Valley Bank and “certain matters effecting the cryptocurrency market more broadly,” Tranglo paused the prefunding process using XRP. Please disclose when you paused the XRP prefunding process, elaborate on why it was paused, and disclose when and if you expect to resume the process. Disclose any implications of this pause on your agreements and relationship with Ripple, any material impacts to your financial condition and results of operation, the impact on the proposed transaction with InFinT, as well as any reputational impact. Please also revise the disclosure throughout your prospectus to reflect that the XRP prefunding process is paused, as the current disclosure suggests that this process is active.
Response: The Company, on behalf of Seamless, respectfully advises the Staff that the XRP prefunding process was suspended for 9 of the 11 active ODL customers of Tranglo and, as a result, Tranglo’s ODL flow was significantly reduced from March 15, 2023 onwards due to the illiquidity of the crypto exchange to support XRP liquidation. However, the XRP process was never completely suspended. The XRP prefunding process for these customers was partially restored two weeks later but the ODL flow recovered more slowly. Seamless restated and clarified the XRP prefunding process on page 186 of the Amended Registration Statement.
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
August 11, 2023
Page 5
In February, before the suspension, the monthly TPV was RM1.35 billion, of which 35% was ODL flows. This represents an average daily TPV of RM48 million. The monthly remittance revenue for February 2023 was RM6.2 million, representing an average daily revenue of RM0.22 million.
After the reduction on March 15, 2023, the monthly TPV for March 2023 was RM1.58 billion, representing an average daily TPV of RM51 million and a growth of 6% compared to the average daily TPV in February 2023. The ODL flows decreased to 16% of the total TPV, while the fiat currency flows increased to RM1.36 billion, or 84% of the total TPV, representing a growth of 36% compared to the monthly TPV for February 2023. The monthly remittance revenue increased to RM7.7 million, representing an average daily revenue of RM0.25 million. This also represents a growth of 14% compared to the average daily revenue of February 2023.
In April 2023, the monthly TPV decreased by 9% compared to the monthly TPV of March 2023 to RM1.43 billion, representing an average daily TPV of RM48 million. The average daily TPV in April 2023 represents a decline of 6% compared to the average daily TPV of March 2023. The ODL flows further declined to represent only 7% of the total TPV. The monthly remittance revenue for April 2023 was RM7.1 million, representing an average daily revenue of RM0.24 million and a relatively small decline of 4% compared to the average daily revenue of March 2023.
For the month of June 2023, the total remittance TPV was RM1.9 billion, representing an average daily TPV of RM63 million. This represents a growth of 31% as compared to April 2023. For the month of June, the ODL flows represented only 7% of the total TPV which is the same as April 2023.
Most of the crypto exchange and crypto market traders maintain accounts with Silvergate Bank, Signature Bank and Silicon Valley Bank. Upon the collapse of these banks, there was not enough liquidity for the crypto exchange to support XRP liquidation and both Ripple and Tranglo agreed to reduce the ODL services. As a result, Tranglo reduced significantly its ODL services from March 15, 2023 onwards. The average daily ODL liquidation volume for the 14 days’ period after March 15, 2023 was only around 6.5% of the average daily ODL liquidation volume for the 14 days’ period before March 15, 2023. Such services recovered very slowly in the following two weeks and a
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CORRESP
1
filename1.htm
August
11, 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. 4 to Registration Statement on Form S-4
Filed on June 9, 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. 4 Registration Statement on Form S-4 (File No. 333-267662)
(the “Registration Statement”). An electronic version of Amendment No. 5 (“Amendment No. 5”) to
the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as amended
by Amendment No. 5, 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 July 28, 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.
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
August
11, 2023
Page 2
Amendment
No. 4 to Form S-4 filed June 9, 2023
Risk
Factors
General,
page 47
1. It
appears that following the transaction, approximately 15% of your revenue will continue to
be generated from customers in Hong Kong. We also note that the Chairman of New Seamless,
Mr. Kong, appears to be located in or have ties with Hong Kong and/or the PRC, and after
the transaction, Mr. Kong will own a majority of the outstanding shares for New Seamless
as well as TNG Asia and GEA, which are located in Hong Kong. Further, we note that certain
executive officers and directors of New Seamless appear to be located in Hong Kong and/or
the PRC. Given the ties to Hong Kong and the PRC, please describe any material impact that
intervention or control by the PRC government has or may have on your business or on the
value of your securities. We remind you that, pursuant to federal securities rules, the term
“control” (including the terms “controlling,” “controlled by,”
and “under common control with”) means “the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.” Please
also disclose the legal and operational risks associated with such ties to Hong Kong and
the PRC, and make clear whether these risks could result in a material change in your operations
and/or the value of New Seamless’ securities.
Response: The Company respectfully
advises the Staff that Seamless believes the intervention or control of New Seamless by the PRC or Hong Kong government with New
Seamless is unlikely for the reasons set forth below; however, the Company has added a risk factor disclosing the impact on
New Seamless in the unlikely event this occurs.
The operation of TNG Asia is regulated
by the Hong Kong Monetary Authority and the operation of GEA is regulated by the Hong Kong Custom and Excises Department. Both TNG Asia
and GEA are not regulated or governed by any PRC authorities or regulators. Further, both TNG Asia and GEA are not in high tech or sensitive
industries, and neither has more than one million users nor possesses any sensitive personal data. To date, neither the PRC nor the Hong
Kong authorities have given any indication of shutting down remittance businesses in general or of TNG Asia and GEA in particular. Given
that foreign workers are important to the Hong Kong economy, and they will only work if they are permitted to remit salary back to their
home country, any possibility of a shutdown would cause great damage to the Hong Kong economy. As a result, Seamless does
not anticipate any intervention or control from the PRC or Hong Kong authorities based on the operations of either TNG Asia or GEA. In
the very unlikely scenario TNG Asia and GEA were not allowed to conduct business with New Seamless after the closing of the business
combination, Seamless believes this would result in an approximate loss of 15% of TPV, or 9.4% of remittance revenue for Tranglo’s
remittance business for the year ended December 31, 2022, and a corresponding loss of 5.5% total revenue, or 5.3% of gross profit. While
a loss of 5% of total revenue would be significant, it is significantly lower than the 15% of revenue suggested by the Staff.
On the other hand, Tranglo is based in
Malaysia and WalletKu is entirely in Indonesia. As such, the two subsidiaries of Seamless will not be governed or regulated by Hong
Kong or PRC authorities. Tranglo is regulated by four central banks: the central bank of Malaysia (BNM), the Monetary
Authority of Singapore (MAS), the central bank of UK and the central bank of Indonesia. WalletKu is regulated by the Commerce
Department of Indonesia.
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
August
11, 2023
Page 3
Tranglo is based in Malaysia with its main
overseas branch in Singapore. As of December 31, 2022, Tranglo’s remittance network now covers 22 countries, with its top four
remittance sending countries being Hong Kong, UK, Singapore, Korea, and top four remittance receiving countries being Philippines,
Indonesia, Malaysia, and Nepal. For its global airtime transfer business, as of December 31, 2022, the top four sending countries
were Malaysia, UAE, Saudi Arabia, and Ireland, whereas the top four receiving countries were Indonesia, Pakistan, Philippines,
and Bangladesh. WalletKu is based in Indonesia, and its business is focused on the Indonesian market. We do not think that Hong Kong
or the PRC have the authority, or direct or indirect power, to regulate or intervene in the operations of these two entities.
We also note that the operating
team of Tranglo resides mostly in Malaysia with some team members located in Singapore. The entire management team of WalletKu
resides in Indonesia. Accordingly, Seamless believes that the operating teams of the two businesses comprising New Seamless are
beyond the reach of Hong Kong or the PRC regulators.
Further, the board of New Seamless after
completing the business combination will be comprised of five directors, of which the Chairman, Mr. Kong, is a Malaysian citizen and
the remaining four independent directors are not citizens of China or Hong Kong. Of the four independent directors, two independent directors
are United States citizens who reside regularly in the USA, one independent director is a Singaporean citizen normally residing in Singapore
whereas another independent director is a Malaysian citizen normally residing in Malaysia. Other than his businesses, Mr. Kong has no
ties to Hong Kong or the PRC and is not active in politics. Seamless does not believe that Mr. Kong would be subject to control by the
Chinese government or that the Chinese government has the ability to control the business or operations of New Seamless.
It
will be difficult to acquire jurisdiction and enforce liabilities..., page 63
2. Please
revise this risk factor to identify any directors, officers or members of senior management
located in the PRC or Hong Kong and specifically address the challenges of bringing actions
and enforcing judgments/liabilities against such individuals. Please include a similar discussion
in “Management of New Seamless Following the Business Combination” starting on
page 235.
Response: The Company has revised
the risk factor on page 63 of the Amended Registration Statement to address the Staff’s comment. In addition, the Company
also included a similar discussion on page 237 in “Management of New Seamless Following the Business Combination” section.
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
August
11, 2023
Page 4
Becoming
a public company through a merger..., page 79
3. Your
revised disclosure states 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. Please tell us whether you have filed as exhibits all
agreements with Ripple that are required to be filed by Item 601(b)(10) of Regulation S-K,
including any in which Seamless has a beneficial interest, even if Seamless or Tranglo are
not parties to the agreement. To the extent that you have not filed all such agreements,
such as the agreements relating to the transfer of interests in Tranglo, please file these
agreements and revise the prospectus to disclose the material terms of such agreements.
Response: The Company respectfully
advises the Staff that it believes that Seamless has provided, and the Company has filed, all material agreements to which Seamless or
any of their subsidiaries are a party to or has a beneficial interest in. As noted in the Company’s prior response letter
to the Staff, 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.
Tranglo,
page 181
4. On
page 186 you disclose that in connection with the failure of Silicon Valley Bank and “certain
matters effecting the cryptocurrency market more broadly,” Tranglo paused the prefunding
process using XRP. Please disclose when you paused the XRP prefunding process, elaborate
on why it was paused, and disclose when and if you expect to resume the process. Disclose
any implications of this pause on your agreements and relationship with Ripple, any material
impacts to your financial condition and results of operation, the impact on the proposed
transaction with InFinT, as well as any reputational impact. Please also revise the disclosure
throughout your prospectus to reflect that the XRP prefunding process is paused, as the current
disclosure suggests that this process is active.
Response: The Company, on behalf
of Seamless, respectfully advises the Staff that the XRP prefunding process was suspended for 9 of the 11 active ODL customers of Tranglo
and, as a result, Tranglo’s ODL flow was significantly reduced from March 15, 2023 onwards due to the illiquidity of the
crypto exchange to support XRP liquidation. However, the XRP process was never completely suspended. The XRP prefunding process for these
customers was partially restored two weeks later but the ODL flow recovered more slowly. Seamless restated and clarified the XRP
prefunding process on page 186 of the Amended Registration Statement.
Securities and Exchange Commission
Office of Trade and Services
Division of Corporation Finance
August
11, 2023
Page 5
In February, before the suspension, the
monthly TPV was RM1.35 billion, of which 35% was ODL flows. This represents an average daily TPV of RM48 million. The monthly remittance
revenue for February 2023 was RM6.2 million, representing an average daily revenue of RM0.22 million.
After the reduction on March 15, 2023,
the monthly TPV for March 2023 was RM1.58 billion, representing an average daily TPV of RM51 million and a growth of 6% compared to the
average daily TPV in February 2023. The ODL flows decreased to 16% of the total TPV, while the fiat currency flows increased to
RM1.36 billion, or 84% of the total TPV, representing a growth of 36% compared to the monthly TPV for February 2023. The monthly remittance
revenue increased to RM7.7 million, representing an average daily revenue of RM0.25 million. This also represents a growth of 14% compared
to the average daily revenue of February 2023.
In April 2023, the monthly TPV decreased
by 9% compared to the monthly TPV of March 2023 to RM1.43 billion, representing an average daily TPV of RM48 million. The average daily
TPV in April 2023 represents a decline of 6% compared to the average daily TPV of March 2023. The ODL flows further declined to represent
only 7% of the total TPV. The monthly remittance revenue for April 2023 was RM7.1 million, representing an average daily revenue of RM0.24
million and a relatively small decline of 4% compared to the average daily revenue of March 2023.
For the month of June 2023, the total remittance
TPV was RM1.9 billion, representing an average daily TPV of RM63 million. This represents a growth of 31% as compared to April 2023. For
the month of June, the ODL flows represented only 7% of the total TPV which is the same as April 2023.
Most of the crypto exchange and crypto
market traders maintain accounts with Silvergate Bank, Signature Bank and Silicon Valley Bank. Upon the collapse of these banks, there
was not enough liquidity for the crypto exchange to support XRP liquidation and both Ripple and Tranglo agreed to reduce the ODL services.
As a result, Tranglo reduced significantly its ODL services from March 15, 2023 onwards. The average daily ODL liquidation volume for
the 14 days’ period after March 15, 2023 was only around 6.5% of the average daily ODL liquidation volume for the 14 days’
period before March 15, 2023. Such services recovered very slowly in the following two weeks and a