SecProbe.io

CORRESP
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filename1.htm

July
8, 2024

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. 10 to Registration Statement on Form S-4

    Filed
    on June 27, 2024

    File
    No: 333-267662

Dear
Ms. Jaskot and Mr. Anderegg:

On
behalf of INFINT Acquisition Corporation (the “Company”), pursuant to our phone conversation on July 5, 2024, relating to
the Company’s Amendment No. 10 to Registration Statement on Form S-4 (File No. 333-267662) (the “Registration Statement”),
we hereby file with the staff of the Division of Corporation Finance of the Securities and Exchange Commission, certain proposed changed
pages to the Registration Statement as Annex A to this letter.

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

The
INFINT Board has set June 18, 2024 as the record date for the Meeting. Only holders of record of ordinary shares of INFINT at
the close of business on June 18, 2024 will be entitled to notice of and to vote at the Meeting and any adjournments or postponements
thereof. Any shareholder entitled to attend and vote at the Meeting may attend the Meeting virtually and is entitled to appoint a proxy
to attend and vote on such shareholder’s behalf. Such proxy need not be a holder of ordinary shares of INFINT. A complete list
of INFINT shareholders of record entitled to vote at the Meeting will be available for ten days before the Meeting at the principal executive
offices of INFINT for inspection by INFINT shareholders during ordinary business hours for any purpose germane to the Meeting. The eligible
INFINT shareholder list will also be available at that time on the Meeting website for examination by any shareholder attending the Meeting
live audio webcast.

Pursuant
to INFINT’s amended and restated memorandum and articles of association, INFINT will provide public shareholders with the opportunity
to redeem their Class A ordinary shares of INFINT included as part of the units sold in INFINT’s initial public offering for cash
equal to their pro rata share of the aggregate amount on deposit in the trust account, calculated as of two business days prior to the
consummation of the transactions contemplated by the Business Combination Agreement, including interest earned on the funds held in the
trust account (net of taxes payable) and not previously released to INFINT to pay taxes, upon the closing of the transactions contemplated
by the Business Combination Agreement. For illustrative purposes, based on funds in the trust account of approximately $55.28
million (net of taxes payable) on June 18, 2024, the record date for the Meeting, the estimated per share redemption price would
have been approximately $11.64, excluding additional interest earned on the funds held in the trust account and not previously
released to INFINT to pay taxes. Public shareholders may elect to redeem their shares even if they vote for the Business Combination
Proposal. A public shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting
in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A ordinary
shares of INFINT. INFINT Capital LLC, a Delaware limited liability company (the “Sponsor”), INFINT’s directors and
officers and, EF Hutton, a division of Benchmark Investments, LLC, and JonesTrading, the underwriters for INFINT’s initial public
offering (the “Underwriters”), who hold Class B ordinary shares (collectively, the “initial shareholders”), have
agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary
shares of INFINT they may hold. Currently, the initial shareholders own approximately 55.13% of the ordinary shares of INFINT, consisting
of the Class B ordinary shares of INFINT. The initial shareholders have agreed to vote any ordinary shares of INFINT owned by them in
favor of the Business Combination Proposal and the other proposals.

Approval
of each of the Business Combination Proposal, the Share Issuance Proposal, the Incentive Plan Proposal, and the Advisory Governance
Proposals requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the issued ordinary
shares of INFINT that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. The Articles
Amendment Proposal must be approved by two special resolutions, being the affirmative vote of the holders of at least a two-thirds majority
of the issued ordinary shares of INFINT that are present in person or represented by proxy and entitled to vote thereon and who vote
at the Meeting, one of which (namely, the special resolution to approve the amended memorandum and articles of association) must include
the affirmative vote of the holders of a simple majority of the holders of INFINT Class B ordinary shares. If presented, approval of
the Adjournment Proposal requires an ordinary resolution.

Each
redemption of Class A ordinary shares of INFINT by its public shareholders will decrease the amount in the trust account. INFINT
may not be able to consummate the Business Combination if the redemption of Class A ordinary shares of INFINT would result in INFINT’s
failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or
any successor rule).

If
the Business Combination Proposal is not approved, none of the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive
Plan Proposal or the Advisory Governance Proposals will be presented to the shareholders for a vote. Notwithstanding the approval of
the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal, and the Advisory Governance Proposals, if
the Business Combination is not consummated for any reason, the actions contemplated by the Articles Amendment Proposal, the Share Issuance
Proposal, the Incentive Plan Proposal and the Advisory Governance Proposals will not be effected. It is important for you to note that
in the event that the Business Combination Proposal, the Articles Amendment Proposal, and the Share Issuance Proposal do not receive
the requisite votes for approval, then the Business Combination may not be consummated. If INFINT does not consummate the Business Combination
and fails to complete an initial business combination by November 23, 2024, INFINT will be required to liquidate its trust account
by returning the then remaining funds in such account to the public shareholders and then proceed to liquidate and dissolve. The proxy
statement/prospectus accompanying this notice explains the Business Combination Agreement and the transactions contemplated thereby,
including the merger, as well as the proposals to be considered at the Meeting. Please review the accompanying proxy statement/prospectus
carefully.

 ● Eric
                                            Weinstein, chairman of the INFINT Board, has served as the Managing Director at JonesTrading
                                            from July 2022 until January 2023. JonesTrading served as the underwriter in the INFINT
                                            IPO and is entitled to receive deferred underwriting commission upon closing of the Business
                                            Combination. The total amount of the deferred underwriting commission that JonesTrading is
                                            entitled to receive upon closing of the Business Combination is $5,999,964. Mr. Weinstein’s
                                            compensation as the Managing Director of JonesTrading was not related to the consummation
                                            of the Business Combination or to deferred underwriting commission that would be payable
                                            to JonesTrading upon the consummation of the Business Combination.

  ● The
                                            Sponsor transferred 69,999 Class B ordinary shares to EF Hutton and 30,000 Class B ordinary
                                            shares to JonesTrading as representative shares (the representative shares are deemed to
                                            be underwriter’s compensation by FINRA pursuant to Rule 5110 of the FINRA Manual).
                                            It is anticipated that upon completion of the Business Combination, if maximum of public
                                            INFINT Class A ordinary shares are redeemed, EF Hutton will retain ownership interest of
                                            approximately 0.15% in New Seamless, and JonesTrading will retain ownership of approximately
                                            0.06%. If maximum INFINT Class A ordinary shares are redeemed and the 9,999,940 INFINT public
                                            warrants and 7,796,842 INFINT private placement warrants are exercised in full, EF Hutton
                                            will retain ownership of approximately 0.1% in New Seamless, and JonesTrading will
                                            retain ownership of approximately 0.04%.

See
the section entitled “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business
Combination” of this proxy statement/prospectus for additional information.

Q: Do
                                            I have redemption rights?

A: If
                                            you are a holder of public shares, you have the right to demand that INFINT redeem such shares
                                            for a pro rata portion of the cash held in the trust account, calculated as of two business
                                            days prior to the anticipated consummation of the Business Combination.

Notwithstanding
the foregoing, a holder of public shares, together with any affiliate of such holder or any other person with whom such holder is acting
in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption
with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% of the INFINT Class A ordinary shares
held by a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert
or as a “group,” will not be redeemed.

The
INFINT initial shareholders will not have redemption rights with respect to any INFINT ordinary shares owned by them in connection with
the Business Combination.

Under the current
memorandum and articles of association, the Business Combination may be consummated only if INFINT has at least $5,000,001 of net tangible
assets after giving effect to all holders of INFINT Class A ordinary shares that properly demand redemption of their shares for cash.

Q: Will
                                            how I vote affect my ability to exercise redemption rights?

A: No.
                                            You may exercise your redemption rights whether you vote your INFINT Class A ordinary shares
                                            for or against, or whether you abstain from voting on, the Business Combination Proposal
                                            or any other proposal described in this proxy statement/prospectus. As a result, the Business
                                            Combination Proposal can be approved by shareholders who will redeem their INFINT Class A
                                            ordinary shares and no longer remain shareholders and the Business Combination may be consummated
                                            even though the funds available from the trust account and the number of public shareholders
                                            are substantially reduced as a result of redemptions by public shareholders. With fewer INFINT
                                            Class A ordinary shares and public shareholders, the trading market for INFINT ordinary shares
                                            may be less liquid than the market for INFINT Class A ordinary shares prior to the Business
                                            Combination and INFINT may not be able to meet the listing standards of NASDAQ or
                                            another national securities exchange. In addition, with fewer funds available from the trust
                                            account, the capital infusion from the trust account into Seamless’ business will be
                                            reduced and the amount of working capital available to New Seamless following the Business
                                            Combination may be reduced. Your decision to exercise your redemption rights with respect
                                            to INFINT Class A ordinary shares will have no effect on warrants of INFINT you may also
                                            hold.

Q: How
                                            do I exercise my redemption rights?

A: Holders
                                            of units must elect to separate the underlying public shares and warrants prior to exercising
                                            redemption rights with respect to the public shares. Holders may instruct their broker to
                                            do so, or if a holder holds units registered in its own name, the holder must contact INFINT’s
                                            transfer agent directly and instruct them to do so. Public shareholders may elect to redeem
                                            all or a portion of their public shares even if they vote for the Business Combination Proposal.

    14

Q: What
                                            happens if a substantial number of public shareholders vote in favor of the Business Combination
                                            Proposal and exercise their redemption rights?

A: Unlike
                                            some other blank check companies which require public shareholders to vote against a Business
                                            Combination in order to exercise their redemption rights, public shareholders may vote in
                                            favor of the Business Combination and exercise their redemption rights. Accordingly, the
                                            Business Combination may be consummated even though the funds available from the trust account
                                            and the number of public shareholders are substantially reduced as a result of redemption
                                            by public shareholders.

UnderPursuant
to the current memorandum and articles
of association,closing conditions set forth in the
Business Combination may only be consummated if, immediately before the consummation of the Business
CombinationAgreement,
INFINT hasmust have
at least $5,000,001 of net tangible assets after giving effe