Correspondence 0001493152-23-043988 from Currenc Group Inc. (CURR)
Currenc Group Inc.
Date: Dec. 7, 2023 · CIK: 0001862935 · Accession: 0001493152-23-043988
AI Filing Summary & Sentiment
File numbers found in text: 333-267662
Referenced dates: October 16, 2023
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CORRESP
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filename1.htm
FOIA
Confidential Treatment Requested by
INFINT
Acquisition Corporation Pursuant to Rule 83 (17 C.F.R. 200.83)
December 7, 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. 5 to Registration Statement on Form S-4
Filed
on August 11, 2023
File
No: 333-267662
Dear
Ms. Beech and Ms. Ransom:
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. 5 to Registration Statement on Form S-4 (File No.
333-267662) (the “Registration Statement”). An electronic version of Amendment No. 6 (“Amendment No. 6”)
to the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as
amended by Amendment No. 6, 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 October 16, 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.
The Company hereby requests,
pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83, that certain portions of this
letter be maintained in confidence, not be made part of any public record and not be disclosed to any person. The Company has filed a
separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request
pursuant to Rule 83. For the Staff’s reference, we have enclosed a copy of this letter marked to show the portions redacted from
the version filed via EDGAR and for which the Company is requesting confidential treatment.
Amendment
No. 5 to Registration Statement on Form S-4
Risk
Factors
Our
ODL business depends on Ripple Services Inc..., page 55
1.
Here
or in a separate risk factor, elaborate upon the disruption in the cryptocurrency markets in spring 2023 to explain precisely what
was disrupted and how the disruption impacted you at that time. Explain, as you do in your response letter, that the disruption was
due to the illiquidity of your two cryptocurrency exchanges who maintained accounts with Silvergate Bank, Signature Bank and Silicon
Valley Bank. If a similar illiquidity event occurs in the future at the cryptocurrency exchanges you utilize, explain whether you
anticipate the inability to use the ODL feature and how that would impact your business.
Response:
In response to the Staff’s comment, the Company has added disclosure on pages 54 and 188.
Greenberg
Traurig, LLP
One
Vanderbilt Avenue | New York, NY 10027 | T +1 212.801.9200 | F +1 212.801.6400
www.gtlaw.com
FOIA Confidential Treatment Requested
by
INFINT Acquisition Corporation Pursuant to Rule
83 (17 C.F.R. 200.83)
Securities
and Exchange Commission
Office
of Trade and Services
Division
of Corporation Finance
December 7, 2023
Page
2
Becoming
a public company through a merger..., page 79
2.
We
note your response to comment 3 that “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.” We also note your
disclosure on page 79 that says INFINT management reviewed the Shareholders’ Agreement as part of the due diligence process,
but you note 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, which suggests that you are referring to two separate agreements.
Please revise to clarify, or file any such agreements relating to the transfer of interests in Tranglo as exhibits to the registration
statement and revise the prospectus to disclose the material terms of such agreements.
Response:
We have filed as Exhibit 10.31 the Master XRP Commitment to Sell Agreement, as amended, between Ripple and Tranglo, which governs the
instances where Tranglo acts as the ODL user and obtains short term liquidity from Ripple to use whenever there is need for Forex liquidity.
Other than the Right of First Refusal in the Shareholder Agreement between Ripple and Seamless, there are no other agreements between
Ripple and Seamless regarding the transfer of interests in Tranglo.
Unaudited
Pro Forma Condensed Combined Financial Information, page 143
3.
Please
tell us if you plan to reflect the divestiture by Seamless of all of the equity interests they own in TNG Asia, FNTI and GEA as discontinued
operations in your future financial statements. If not, please explain to us your basis in accounting for your conclusion. If so,
please tell us your consideration of Rule 11-02(c)(2)(ii) of Regulation S-X.
Response:
The Company respectfully submits that it does not believe that the planned divestitures of the equity interests owned in TNG Asia, FNTI
and GEA (the “Divestiture Entities”) qualify for classification as discontinued operations in future financial statements.
The
Business Combination Agreement requires that Seamless must spin-out, carve-out, divest or transfer all of the equity interests that it
owns in the Divestiture Entities (the “Divestiture Transactions”) prior to the consummation of the Business Combination with
INFINT.
As
described fully in the accounting memoranda attached hereto as Appendix A, the
ASC 205-20-45-1E criteria for a held-for-sale transaction were not met as of December 31, 2022 or as of September 30, 2023 due to the
following reasons:
●
Management
considers the probability of the Divestiture Transactions occurring to be uncertain as they are dependent on the closing of the Business
Combination which is not certain to occur.
●
The
Divestiture Transactions and related Share Buy Out have not been approved and will only be approved by the Board once there is certainty
surrounding the closing of the Business Combination.
●
The
consideration for the underlying equity interests of these Divestiture Entities may not reflect the fair value of the Divestiture
Entities as the sale is among current shareholders.
●
The
Divestiture Transactions are subject to significant changes and possibly withdrawal as they are contingent upon the closing of the
Business Combination. The Company will not divest these entities unless the Business Combination occurs.
The
Divestiture Transactions do not qualify as discontinued operations as of December 31, 2022, and as of September 30, 2023 due to the following
criteria not being met:
●
The
ASC 205-20-45-1E held-for-sale criteria was not met.
●
The
disposal of the Divestiture Entities lacks the strategic shift criterion specified in ASC 205-20 as the removal of these companies
will not impact Seamless significantly. Seamless considered the following factors in arriving at this conclusion:
According
to ASC 205-20, to meet the criterion for a strategic shift, the divestiture has or will have a significant impact on an entity’s
operations and financial results. This could involve the sale of a significant geographical area, a significant line of business, a significant
equity method investment, or other significant portions of the entity. A reporting entity’s assessment of whether a disposal of
a component represents a strategic shift that has (or will have) a major effect on its operations and financial results should consider
quantitative and qualitative factors.
The
Divestiture Entities are primarily centered in Hong Kong, and as a result of the Divestiture Transactions, a geographical region would
be removed. However, since the market sizes of Southeast Asian countries are much bigger than that of Hong Kong, management believes
therefore that the divestiture of TNG Asia and GEA will not have a significant impact on Seamless’ future business growth and development.
GEA and TNG Asia are both customers of Tranglo (i.e., part of Seamless) and will continue to be customers after the Divestiture Transactions.
Therefore, the business impact due to their divestiture will be minimal. FNTI is a shell company that has minimal transactions.
As
a result, the disposal of the Divestiture Entities would have little impact on the Company’s operations and financial results because
they do not have significant operations, are not a major line of business, are not a major geographical area, and are not a major equity
method investment.
The
Divestiture Entities will continue to be treated as held and used in the historical financial statements of Seamless presented in the
latest Form S-4 filing.
After
more certainty is received around the Closing Date, the planned divesture of the Divestiture Entities will still not result in a significant
shift in Seamless’ strategy. As a result, the criteria for classifying these Divestiture Entities as discontinued operations will
continue to be unmet in the future, and Seamless’ financial statements remain unchanged.
The
pro forma financial information excludes the Divestiture Entities’ balance sheets, income, and expenses. This is due to the fact
that the Business Combination Agreement requires these entities be divested as a condition to close the Business Combination, as disclosed
in the pro forma financial information included in the Form S-4 filing.
The
Company respectfully submits that Rule 11-02(c)(2)(ii) of Regulation S-X will not be applicable to the pro forma statements of operations
as the planned divestiture will not result in any discontinued operations.
Greenberg
Traurig, LLP
www.gtlaw.com
FOIA Confidential Treatment Requested
by
INFINT Acquisition Corporation Pursuant to Rule
83 (17 C.F.R. 200.83)
Securities
and Exchange Commission
Office
of Trade and Services
Division
of Corporation Finance
December 7, 2023
Page
3
Tranglo,
page 181
4.
We
note your revised disclosure and response to comment 4. Here and in the risk factor on page 55, please further revise your disclosure
to include the details you included in your response letter, such as the fact that the XRP prefunding process was suspended for 9
of the 11 active ODL customers and that the XRP prefunding process for these customers was partially restored two weeks later but
the ODL flow has been significantly reduced. Quantify how much the ODL flow has been reduced from pre-suspension levels, and state
if and when you expect the ODL flow to return to pre-suspension levels. Please also revise the disclosure throughout your prospectus
to reflect that the XRP prefunding process has been significantly reduced since March 2023, as this is not clear from the current
disclosure. Disclose any implications of this suspension and significant reduction on your agreements and relationship with Ripple
or any impact on the proposed transaction with InFinT.
Response:
In response to the Staff’s comment, the Company has inserted disclosure on pages 54 and 188.
Seamless
respectfully confirms that it does not expect the ongoing reduction on the ODL remittance channel to have any adverse impact on the proposed
transaction with INFINT.
How
Ripple’s On-Demand Liquidity (ODL) works with Tranglo, page 186
5.
Please
propose revisions of the fund flow for Ripple’s ODL on page 186 to capture the following clarifications you provided to us
on our September 8, 2023 conference call. Alternatively, if our understanding as relayed below is incorrect, please clarify it and
propose revised disclosure to capture such clarification.
●
Please
revise the description of Steps 3 and 4 to clarify that Ripple sells 300K XRP to ODL RP for $100K plus fees and expenses. As part
of that revision, please note that the Step 3 statement that Ripple “offers to accept 300K XRP and provide USD 100K for the
ODL RP’s prefunding money pool” appears to be inconsistent with this assertion and the Step 4 description.
Response:
In response to the Staff’s comment, the Company has added disclosure on page 186. Step 3 has been restated as follows: “RippleNet
obtains the trading price of XRP in the open market from crypto exchanges to determine the spot market rate for converting XRP to the
$100,000 prefunding amount to determine the amount of XRP needed (say 300,000 XRP). RippleNet then sends ODL RP a committed proposal
in which Ripple offers to sell 300,000 XRP to the ODL RP for a future payment of $100,000 for that proposed ODL transaction. Ripple also
guarantees to the ODL RP that after the purchased 300,000 XRP is sent to and liquidated by Tranglo on behalf of Ripple, it will yield
exactly $100,000 and that the proceeds will be credited by Tranglo to the ODL RP’s prefunding money pool. ODL RP approves the committed
proposal, authorizing the following transactions via RippleNet.”
●
Please
revise Step 4 to expressly state that ODL RP sells XRP to Tranglo, which results in the transfer of control and ownership of the
XRP from ODL RP to Tranglo. Please further revise Step 4 to clarify to whom and to what the phrase “its wallet” relates.
For example, is this referring to the ODL RP’s off-blockchain crypto asset account at the crypto exchange?
Response:
In response to the Staff’s comment, the Company has inserted disclosure on page 186. Step 4 has been restated as follows:
“The crypto exchange is instructed by ODL RP via RippleNet to transfer from ODL RP’s crypto wallet the agreed number of XRP
(300,000 XRP) to Tranglo’s XRP wallet (draw down and transfer). Pursuant to this draw-down, the XRP remains in ODL RP’s crypto
wallet, but ownership of the 300,000 XRP is transferred via an off-blockchain ledger transfer from Ripple (pursuant to the bailment arrangement)
to ODL RP. Following the draw-down, the 300,000 XRP is then transferred to Tranglo’s crypto wallet via an on-blockchain transfer.
The transfer results in the momentary transfer of physical control and ownership of the XRP from ODL RP to Tranglo.”
Greenberg
Traurig, LLP
www.gtlaw.com
FOIA Confidential Treatment Requested
by
INFINT Acquisition Corporation Pursuant to Rule
83 (17 C.F.R. 200.83)
Securities
and Exchange Commission
Office
of Trade and Services
Division
of Corporation Finance
December 7, 2023
Page
4
However,
the Staff’s suggestion that the XRP is sold by the ODL RP to Tranglo is incorrect. While the XRP is transferred to Tranglo, it
is not purchased by Tranglo; Tranglo merely acts as liquidating agent. This is substantively the same as how Tranglo handles its fiat
currency remittance channel in that it does not pay for the fiat currency that is exchanged on behalf of its customer. It takes possession
and delivers the fiat currency on behalf of its customer.
According
to the remittance agreement between Tranglo and ODL RP, Tranglo’s only obligation is to process the ODL transaction based on the
payment data received from RippleNet, and Tranglo is not responsible or liable for any errors or incomplete information