Correspondence 0001493152-23-044984 from Currenc Group Inc. (CURR)
Currenc Group Inc.
Date: Dec. 15, 2023 · CIK: 0001862935 · Accession: 0001493152-23-044984
AI Filing Summary & Sentiment
File numbers found in text: 333-267662
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CORRESP
1
filename1.htm
December
15, 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. 6 to Registration Statement on Form S-4
Filed
on August 11, 2023
File
No: 333-267662
Dear
Ms. Beech and Ms. Ransom:
On
November 13, 2023, INFINT Acquisition Corporation (the “Company”), provided 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”). The Company filed an electronic version of Amendment No. 6 (“Amendment No. 6”) to the
Registration Statement concurrently with the Commission through its EDGAR system.
In
such Amendment No. 6, the Report of the Independent Registered Public Accounting Firm for Seamless Group Inc. of MSPC Certified Public
Accountants and Advisors, A Professional Corporation (“MSPC”), was inadvertently omitted. The Company is filing the
omitted Report of the Independent Registered Public Accounting Firm as Annex A hereto, as well as updated written
consent of MSPC related to such report as Annex B.
If
you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact
the undersigned at (212) 801-6928.
Very
truly yours,
GREENBERG
TRAURIG, LLP.
By:
/s/
Yuta N. Delarck, Esq.
Yuta
N. Delarck, Esq.
cc:
Alexander
Edgarov, Chief Executive Officer, INFINT Acquisition Corporation
Greenberg
Traurig, LLP
www.gtlaw.com
ANNEX
A
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Shareholders of
Seamless
Group Inc. and Subsidiaries
Opinion
on the Consolidated Financial Statements
We
have audited the accompanying consolidated balance sheets of Seamless Group Inc. and Subsidiaries (the “Company”) as of December
31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit,
and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to
as the consolidated financial statements). Our audits also included the financial statement schedules in Schedule 1. In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,
2022, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the financial
statement schedules listed in Schedule 1, when considered in relation to the basic financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.
Emphasis
of Matter
As
discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, has a net capital
deficiency and a working capital deficiency.. Management’s evaluation of the events and conditions and management’s plans
to mitigate these matters are also described in Note 2. Our opinion is not modified with respect to this matter.
Basis
for Opinion
These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical
Audit Matters
Critical
audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required
to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical
audit matters.
MSPC
Certified
Public Accountants and Advisors,
A
Professional Corporation
We
have served as the Company’s auditor since 2022.
New
York, New York
March
31, 2023, except for Notes 2(b),
2(t),
2(dd), 2(hh), 7, 13 and 20, as to
which
the date is June 6, 2023 and
Note
2(gg), as to which the date
is
November 10, 2023
Annex
b
Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on Form S-4/A6 (File No. 333-267662) of Seamless Group Inc.
and Subsidiaries of our report dated March 31, 2023, except for Notes 2(b), 2(t), 2(dd), 2(hh), 7, 13 and 20, as to which the date is
June 6, 2023 and Note 2(gg), as to which the date is November 10, 2023 relating to the consolidated financial statements of Seamless
Group Inc. and Subsidiaries as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021. We also consent to the
reference to us under the heading “Experts” in this Registration Statement.
MSPC
Certified
Public Accountants and Advisors,
A
Professional Corporation
New
York, New York
December
6, 2023