SecProbe.io

CORRESP
 1
 filename1.htm

 CURRENC
GROUP INC.

 July
30, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C., 20549

 Attn:
Eddie Kim

 Re:
 Currenc
 Group Inc.

 Registration Statement on Form F-1, as amended (File No. 333-284957)
 Request for Acceleration of Effectiveness

 Dear
Mr. Kim:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Securities Act"),
Currenc Group Inc. hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as
amended as amended (File No. 333-284957) (the "Registration Statement"), so that such Registration Statement will become
effective at 4:00 p.m., Eastern Time, on August 1, 2025, or as soon thereafter as practicable.

 The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they
relate to the securities specified in the Registration Statement.

 Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Kleinberg, Kaplan, Wolff &
Cohen, P.C. by calling Alexander E. Shiekman at (212) 880-9890 and we request that such effectiveness also be confirmed in writing. The
Company hereby authorizes Mr. Shiekman to orally modify or withdraw this request for acceleration.

 Very
 truly yours,

 Currenc
 Group Inc.

 By:
 /s/
 Wan Lung Eng

 Name:
 Wan
 Lung Eng

 Title:
 Chief
 Financial Officer

February 25, 2025
Ronnie Ka Wah Hui
Chief Executive Officer
Currenc Group Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Re:Currenc Group Inc.
Registration Statement on Form S-1
Filed February 14, 2025
File No. 333-284957
Dear Ronnie Ka Wah Hui:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eddie Kim at 202-679-6943 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Andrew Tucker

CORRESP
1
filename1.htm

Currenc
Group Inc..

410
North Bridge Road

SPACES
City Hall

Singapore

October
10, 2024

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Alyssa
    Wall

    Re:
    Currenc
    Group Inc.

    Registration
    Statement on Form S-1

    Filed
    September 30, 2024

    File
    No. 333-282408

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Currenc Group Inc. hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Tuesday, October 15, 2024, or as soon as practicable
thereafter.

    Very
    truly yours,

    Currenc
    Group Inc.

    /s/
    Ronnie Ka Wah Hui

    Ronnie
    Ka Wah Hui

    General
    Counsel

    cc:

    Nelson
    Mullins Riley & Scarborough LLP

    Zalak
    Raval

October 9, 2024
Ronnie Ka Wah Hui
Chief Executive Officer
Currenc Group Inc.
410 North Bridge Road
SPACES City Hall
Singapore
Re:Currenc Group Inc.
Registration Statement on Form S-1
Filed September 30, 2024
File No. 333-282408
Dear Ronnie Ka Wah Hui:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Zalak Raval

CORRESP
1
filename1.htm

INFINT
Acquisition Corporation

32
Broadway, Suite 401

New
York, New York 10004

July
10, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Scott Anderegg

    Re:
    INFINT
    Acquisition Corporation

    Registration
Statement on Form S-4, as amended

    File
    No. 333-267662

Mr.
Anderegg:

INFINT
Acquisition Corporation (the “Company”) hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it may become effective at 4:00 p.m. Eastern Time on July 12, 2024, or as soon as practicable thereafter,
unless the Company notifies you otherwise prior to such time.

Once
the Registration Statement has been declared effective, please contact our counsel, Yuta N. Delarck of Greenberg Traurig, LLP, at (212)
801-6928 to orally confirm that event or if you have any questions or require additional information regarding this matter.

[Signature
Page Follows]

    Very
    truly yours,

    INFINT
    Acquisition Corporation

    By:
    /s/
    Yuta N. Delarck

    Name:
    Yuta
    N. Delarck

    Title:
    Counsel

    cc:

    Alan
    I. Annex, Esq.

    Greenberg
    Traurig, LLP

CORRESP
1
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

CORRESP
1
filename1.htm

June
27, 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. 9 to Registration Statement on Form S-4

    Filed
    on June 13, 2024

    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. 9 to Registration Statement on Form S-4 (File No.
333-267662) (the “Registration Statement”). An electronic version of Amendment No. 10 (“Amendment No. 10”)
to the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as
amended by Amendment No. 10, 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 June 25, 2024, relating
to the Registration Statement. For ease of reference, the text of the comments in the Staff’s letter is reproduced in bold 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. 9 to Form S-4

Exhibits

1.
We note that the legal opinion filed as Exhibit 5.1 is dated April 17, 2023. We further note that you have amended the governing documents
of InFinT Acquisition Corporation multiple times since that date, and the certificate of good standing referenced in the opinion is April
5, 2023. Please file an updated legal opinion. In addition, please remove the assumptions in 2.12 and 2.14, as well as the assumption
in 2.10 that the Registration Statement has been duly filed with the Commission. Refer to Staff Legal Bulletin 19 (October 14, 2011).

Response:
In response to the Staff’s comment, the Company has filed an updated legal opinion as Exhibit 5.1. to revise assumption 2.10 and
remove assumptions 2.12 and 2.14.

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

    Yuta
    N. Delarck, Esq.

    cc:
    Alexander
    Edgarov, Chief Executive Officer, INFINT Acquisition Corporation

United States securities and exchange commission logo
June 25, 2024
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, New York 10004
Re:InFinT Acquisition Corp
Amendment No. 9 to Registration Statement on Form S-4
Filed June 13, 2024
File No. 333-267662
Dear Alexander Edgarov:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 9 to Form S-4
Exhibits
1.We note that the legal opinion filed as Exhibit 5.1 is dated April 17, 2023. We further note
that you have amended the governing documents of InFinT Acquisition Corporation
multiple times since that date, and the certificate of good standing referenced in the
opinion is April 5, 2023. Please file an updated legal opinion. In addition, please remove
the assumptions in 2.12 and 2.14, as well as the assumption in 2.10 that the Registration
Statement has been duly filed with the Commission. Refer to Staff Legal Bulletin 19
(October 14, 2011).

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 June 25, 2024 Page 2
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
June 25, 2024
Page 2
            Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

May
13, 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. 7 to Registration Statement on Form S-4

    Filed
    on April 22, 2024

    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. 7 to Registration Statement on Form S-4 (File No.
333-267662) (the “Registration Statement”). An electronic version of Amendment No. 8 (“Amendment No. 8”)
to the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as
amended by Amendment No. 8, 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 10, 2024, relating
to the Registration Statement. For ease of reference, the text of the comments in the Staff’s letter is reproduced in bold 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. 7 to Registration Statement on Form S-4 filed April 22, 2024

Seamless
Business

ODL
Service Fund Flow, page 186

1.
We note your discussion of the legal ownership of the XRP. Please disclose whether XRP would be available to satisfy general creditor
claims in the event of a Tranglo or Seamless bankruptcy.

Response:
In response to the Staff’s comment, the Company revised disclosure on page 186 of the Amended Registration Statement to
add the following: “In the event of a Tranglo or Seamless bankruptcy, the XRP would not be available to satisfy general creditor
claims.”

Note
2. Summary of Significant Accounting Policies

(s)
Revenue recognition, page F-34

2.
Please clarify in your remittance service revenue disclosure who you consider your customer(s) to be.

Response:
In response to the Staff’s comment, the Company revised disclosure on page F-34 of the Amended Registration Statement
to add the following: “The customers of the remittance services are financial institutions (referred to as “Remittance Partners”).
Remittance Partners who use the fiat currency prefunding option for their remittance business with the Company are referred to as Fiat
Currency Prefunded Remittance Partners, whereas customers who choose the XRP Prefunding mode are referred to as XRP Prefunded Remittance
Partners.”

(gg)
Prefunding to remittances partner, page F-39

3.
Please clarify your disclosure related to safeguarding of the XRP to include who holds the cryptographic key information, maintains
the internal recordkeeping of those assets, and is obligated to secure the assets and protect them from loss or theft.

Response:
In response to the Staff’s comment, the Company revised disclosure on page F-39 of the Amended Registration Statement
to add the following: “Independent Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange
(“Pdax”), Betur, Inc. (“Coins.ph”) and Bitstamp Global Limited (“Bitstamp”) (collectively, the
“Cryptocurrency Exchanges”) are centralized crypto exchanges which keep the cryptographic keys for each
respective XRP wallet and provide the Company with its respective API access keys. The Company is the only party that holds the
API access keys that grant it direct access to its XRP wallet maintained on the respective Cryptocurrency Exchange.
The Cryptocurrency Exchanges maintain records of all assets deposited by its users and send statements to the Company. The Company
reconciles its internal ODL transaction records to the statements received from the Cryptocurrency Exchanges to ensure that these
are accurate. The Company has an obligation to protect the API access keys from being abused or stolen. The Company is responsible
for any damages caused by loss or theft.”

Note
21. Related Party Transactions, page F-54

4.
We note your response to prior comment 4 and we re-issue our previous comment. Please add disclosure of Tranglo’s Master XRP
Commitment to Sell Agreement similar to your disclosure in the third to the last paragraph on page 252 including disclosing the balance
of deposits of XRP into Tranglo’s crypto wallet at each reporting date and the maximum limits noted in the agreement. Also, please
add similar disclosure related to GEA’s Master XRP Commitment to Sell Agreement. Refer to SAB Topic 5:T and the disclosures in
ASC 850-10-50 and Rule 4-08(k) of Regulation S-X.

Response:
In response to the Staff’s comment, Seamless revised Note 21. “Related Party Transactions” beginning on page F-55
of the Amended Registration Statement to disclose both the nature of Tranglo’s Master XRP Commitment to Sell Agreement and
GEA’s Master XRP Commitment to Sell Agreement. The amended disclosure also includes the balance of XRP deposits in Tranglo and
GEA’s crypto wallets at each reporting period, as well as the maximum limit specified in each agreement.

General

5.
We note your disclosure on page 61 that the PRC government could intervene with, or influence, your operations as the government deems
appropriate to further regulatory, political and societal goals. Please further revise your disclosure to address any permissions or
approvals that your or your subsidiaries are required to obtain from Chinese officials to complete the transaction and to offer the securities
being registered to foreign investors. In particular, we note that the China Securities Regulatory Commission adopted Trial Measures
which impose certain requirements for direct and indirect overseas listings and offerings. Please disclose how, if at all, the Trial
Measures apply to this transaction and the risks of non-compliance. If you believe the Trial Measures do apply to this transaction, please
disclose why.

Response:
In response to the Staff’s comment, the Company revised disclosure on page 61 of the Amended Registration Statement to disclose
the permissions and approvals required and to clarify that Seamless does not believe that the Trial Measures apply to it or its subsidiaries.
Further, New Seamless does not consider itself a PRC operating entity or a China-based issuer, in particular, as specified in the
Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five
supporting guidelines promulgated by the CSRC on February 17, 2023, which became effective on March 31, 2023. According to the Trial
Measures, an issuer is a “domestic [Chinese] company” if the issuer meets both of the following conditions and thus, subject
to the requirements for domestic [Chinese] companies seeking to offer or list securities overseas, both directly and indirectly, thereunder:
(i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting
year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same
period; and (ii) its major operational activities are carried out in China or its main places of business are located in China, or the
senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China.” Seamless’
only operations in Hong Kong are through TNG Asia and GEA, and it has no operations in mainland China. Following the divestiture of TNG
Asia and GEA, which will occur prior to the consummation of the Business Combination, New Seamless will not own or control any equity
interest in any PRC company or operate any business in China, and Seamless did not, and New Seamless will not, have 50% or more of its
total assets, net assets, revenues or profits located or generated in China. As such, Seamless believes that the Trial Measures do not
apply to the Business Combination.

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

    Yuta
    N. Delarck, Esq.

    cc:
    Alexander
    Edgarov, Chief Executive Officer, INFINT Acquisition Corporation

United States securities and exchange commission logo
May 10, 2024
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, New York 10004
Re:InFinT Acquisition Corp
Amendment No. 7 to Registration Statement on Form S-4
Filed April 22, 2024
File No. 333-267662
Dear Alexander Edgarov:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 15, 2024 letter.
Amendment No. 7 to Registration Statement on Form S-4 filed April 22, 2024
Seamless Business
ODL Service Fund Flow, page 186
1.We note your discussion of the legal ownership of the XRP. Please disclose whether
XRP would be available to satisfy general creditor claims in the event of a Tranglo or
Seamless bankruptcy.
Note 2. Summary of Significant Accounting Policies
(s) Revenue recognition, page F-34
2.Please clarify in your remittance service revenue disclosure who you consider your
customer(s) to be.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 May 10, 2024 Page 2
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
May 10, 2024
Page 2
(gg) Prefunding to remittances partner, page F-39
3.Please clarify your disclosure related to safeguarding of the XRP to include who holds the
cryptographic key information, maintains the internal recordkeeping of those assets, and is
obligated to secure the assets and protect them from loss or theft.
Note 21. Related Party Transactions, page F-54
4.We note your response to prior comment 4 and we re-issue our previous comment. Please
add disclosure of Tranglo's Master XRP Commitment to Sell Agreement similar to your
disclosure in the third to the last paragraph on page 252 including disclosing the balance
of deposits of XRP into Tranglo’s crypto wallet at each reporting date and the
maximum limits noted in the agreement. Also, please add similar disclosure related to
GEA's Master XRP Commitment to Sell Agreement. Refer to SAB Topic 5:T and the
disclosures in ASC 850-10-50 and Rule 4-08(k) of Regulation S-X.
General
5.We note your disclosure on page 61 that the PRC government could intervene with, or
influence, your operations as the government deems appropriate to further regulatory,
political and societal goals. Please further revise your disclosure to address any
permissions or approvals that your or your subsidiaries are required to obtain from
Chinese officials to complete the transaction and to offer the securities being registered to
foreign investors. In particular, we note that the China Securities Regulatory
Commission adopted Trial Measures which impose certain requirements for direct and
indirect overseas listings and offerings. Please disclose how, if at all, the Trial Measures
apply to this transaction and the risks of non-compliance. If you believe the Trial
Measures do apply to this transaction, please disclose why.
            Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

April
19, 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. 6 to Registration Statement on Form S-4

    Filed
    on December 7, 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. 6 to Registration Statement on Form S-4 (File No.
333-267662) (the “Registration Statement”). An electronic version of Amendment No. 7 (“Amendment No. 7”)
to the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as
amended by Amendment No. 7, 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 February 15, 2024, relating
to the Registration Statement. For ease of reference, the text of the comments in the Staff’s letter is reproduced in bold 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. 6 to Registration Statement on Form S-4

Risk
Factors

NYSE
may delist New Seamless’ securities from trading on its exchange..., page 82

1. We
                                            note your revised disclosure that on November 28, 2023, NYSE notified INFINT and publicly
                                            announced that NYSE determined to commence proceedings to delist INFINT’s warrants
                                            from NYSE and that trading in the INFINT’s warrants would be suspended immediately
                                            due to “abnormally low” trading price pursuant to Section 802.01D of the NYSE
                                            Listed Company Manual, and that trading in the INFINT’s warrants was suspended immediately.
                                            Please update this risk factor to address any increased risk to current holders of the public
                                            warrants and whether there is any increased risk of the future delisting of New Seamless
                                            securities as a result of this development.

Response:
In response to the Staff’s comment, the Company revised disclosure on pages 83 and 84 of the Amended Registration Statement
to address the increased risk to current holders of public warrants and an increased risk of the future delisting on New Seamless securities.

Seamless
Group Inc. Financial Statements General,

page F-40

2. We
                                            note your revisions to your historical financial statements related to prior comments 15,
                                            16, 17 and 18. Please tell us your consideration of labeling your balance sheets for the
                                            year ended December 31, 2022 and 2021 as “Restated” and disclosing the effect of
                                            the correction on each financial statement line item. Refer to ASC 250-10-45-23 and ASC 250-10-50-7.
                                            Please have your auditor revise their report to reference the restatement in accordance with
                                            paragraph 18e of AS 3101.

Response:
In response to the Staff’s comment, Seamless Group Inc. (“Seamless”) revised the labeling of its balance sheet for
the year ended December 31, 2022 (note the 2021 fiscal year is no longer required to be presented) to “Restated” on page
F-36 of the Amended Registration Statement. In addition, Seamless updated its disclosure beginning on page F-53
of the Amended Registration Statement in accordance with the requirements of ASC 250-10-45-23 and ASC 250-10-50-7. Seamless’
successor auditors have incorporated a reference to the restatement in compliance with paragraph 58 of AS 3105, as interpreted
by paragraph 71 of AI 23, since the predecessor auditors have requested to withdraw their registration with the Public Company Accounting Oversight Board.

3. We
                                            note your responses to prior comments 15 through 19. We continue to consider your responses
                                            and may have additional comments.

Response:
The Company acknowledges the Staff’s note.

Note
20. Related Party Transactions, page F-65

4. We
                                            note your response to prior comment 21. Please add disclosure of Tranglo’s Master XRP Commitment
                                            to Sell Agreement similar to your disclosure on page 252 including disclosing the balance
                                            of deposits of XRP into Tranglo’s crypto wallet at each reporting date and the maximum
                                            limits noted in the agreement. Also, please add similar disclosure related to GEA’s Master
                                            XRP Commitment to Sell Agreement. Refer to SAB Topic 5:T and the disclosures in ASC 850-10-50
                                            and Rule 4-08(k) of Regulation S-X.

Response:
In response to the Staff’s comment, Seamless revised Note 21. “Related Party Transactions” beginning
on page F-55 of the Amended Registration Statement to disclose the nature of the Master XRP Commitment to Sell Agreement between
Tranglo Sdn BHD (“Tranglo”), a consolidated subsidiary of Seamless, and Ripple Labs Singapore Pte Ltd. (“Ripple”),
in a manner similar to that disclosed on page 252 of Amendment No. 6.

The
revised presentation and disclosure additionally outline the impact of Tranglo’s transactions with Ripple on the statements of operations,
as well as the amounts owing or received by each related party throughout each reporting period in accordance with ASC 850-10-50. Since
Seamless does not file a consolidated tax return, the disclosures required by ASC 740-10-50-173 are not considered applicable.

Furthermore,
Seamless has ensured the presentation of the balance sheets, statements of operations, and statements of cash flows comply with
the requirements of Rule 4-08(k) of Regulation S-X. Related party transactions and balances are separately presented on the face of these
primary statements, as supplemented by disclosure in Note 21.

Seamless
has considered the requirements of SAB 5.T and has determined that Ripple, in its capacity as a shareholder, has not incurred any costs
on behalf of either Tranglo or GEA. As a result, additional disclosure is not required in this respect.

General

5. Please
                                            update your disclosure throughout to quantify the anticipated post-divestiture percentage
                                            of revenue derived from transactions in the PRC or Hong Kong.

Response:
In response to the Staff’s comment, the Company, on behalf of Seamless, revised disclosure on pages 61, 180, 209, and 238 to disclose
the anticipated post-divestiture percentage of revenue derived from transactions in the PRC or Hong Kong.

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

    Yuta
    N. Delarck, Esq.

    cc:
    Alexander
    Edgarov, Chief Executive Officer, INFINT Acquisition Corporation

United States securities and exchange commission logo
February 15, 2024
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, New York 10004
Re:InFinT Acquisition Corp
Amendment No. 6 to Registration Statement on Form S-4
Filed December 7, 2023
File No. 333-267662
Dear Alexander Edgarov:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 16, 2023 letter.
Amendment No. 6 to Registration Statement on Form S-4
Risk Factors
NYSE may delist New Seamless' securities from trading on its exchange..., page 82
1.We note your revised disclosure that on November 28, 2023, NYSE notified INFINT and
publicly announced that NYSE determined to commence proceedings to delist INFINT’s
warrants from NYSE and that trading in the INFINT’s warrants would be suspended
immediately due to “abnormally low” trading price pursuant to Section 802.01D of the
NYSE Listed Company Manual, and that trading in the INFINT’s warrants was suspended
immediately. Please update this risk factor to address any increased risk to current holders
of the public warrants and whether there is any increased risk of the future delisting of
New Seamless securities as a result of this development.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 February 15, 2024 Page 2
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
February 15, 2024
Page 2
Seamless Group Inc. Financial Statements
General, page F-40
2.We note your revisions to your historical financial statements related to prior comments
15, 16, 17 and 18. Please tell us your consideration of labeling your balance sheets for the
year ended December 31, 2022 and 2021 as "Restated" and disclosing the effect of the
correction on each financial statement line item. Refer to ASC 250-10-45-23 and ASC
250-10-50-7. Please have your auditor revise their report to reference the restatement in
accordance with paragraph 18e of AS 3101.
3.We note your responses to prior comments 15 through 19. We continue to consider your
responses and may have additional comments.
Note 20. Related Party Transactions, page F-65
4.We note your response to prior comment 21. Please add disclosure of Tranglo's Master
XRP Commitment to Sell Agreement similar to your disclosure on page 252 including
disclosing the balance of deposits of XRP into Tranglo’s crypto wallet at each reporting
date and the maximum limits noted in the agreement. Also, please add similar disclosure
related to GEA's Master XRP Commitment to Sell Agreement. Refer to SAB Topic 5:T
and the disclosures in ASC 850-10-50 and Rule 4-08(k) of Regulation S-X.
General
5.Please update your disclosure throughout to quantify the anticipated post-divestiture
percentage of revenue derived from transactions in the PRC or Hong Kong.
            Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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

CORRESP
1
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

United States securities and exchange commission logo
October 16, 2023
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, New York 10004
Re:InFinT Acquisition Corp
Amendment No. 5 to Registration Statement on Form S-4
Filed August 11, 2023
File No. 333-267662
Dear Alexander Edgarov:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 28, 2023 letter.
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.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 October 16, 2023 Page 2
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
October 16, 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.
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.
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.
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

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 October 16, 2023 Page 3
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
October 16, 2023
Page 3
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.
•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?
•Please revise Step 5 to begin the description by expressly stating that Tranglo sells
XRP.  Please further revise Step 5 to clarify that the amount of XRP sold is limited to
the amount of XRP that will generate proceeds equal to the prefunding commitment
(i.e., $100K) at the time of sale.
6.Refer to Step 8 of the fund flow description on page 186. Tell us and revise the
description of this step to clarify the distinction between “all money the ODL RP has
committed in the previous ODL transactions” and “the total XRP drawn down.”  Further,
revise the phrase “all money the ODL RP has committed” to reconcile it to Step 4, which
indicates ODL RP sells XRP, it does not transfer money.
7.Please propose revisions of the narrative below 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.
•Refer to the narrative that states “…at this juncture the legal title of that XRP passes
to the ODL RP…”. Clarify that it is upon draw down that legal title passes to ODL
RP.  Further clarify that references to transfer of legal title include transfer of control
and ownership of XRP.
•Revise to clarify that the ODL RP transfers ownership of XRP to Tranglo.  As part of
these revisions, please note that the following disclosed statements are inconsistent
with those assertions.  “This $100,000 is considered as fiat currency being sent from
the ODL RP to Tranglo for prefunding purpose;” and “Tranglo does not buy or
borrow the XRP.”
•Seamless is of the understanding that the XRP is liquidated through selling the XRP
directly in the crypto market by the exchanges to counterparties that are unrelated
third parties.
8.In your August 11, 2023 response 6 on page 9 you state, “The crypto account of Tranglo
in either exchange is an omnibus account as the exchange is given access to a scheme of
XRP addresses, so that the wallet addresses of the sender and receiver will have the XRP
address and unique tag associated with that exchange.” You also state on page 9, “As
such, this transfer of legal title or right of the XRP involved is only done by off-
blockchain internal ledger recording on the RippleNet platform, and there is no actual
transaction or process for the step of “draw down” or “purchase” of the XRP by the ODL
RP.” You further state on page 10, “The transfer of XRP from ODL RPs to Tranglo’s

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 October 16, 2023 Page 4
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
October 16, 2023
Page 4
wallet is affected by crypto exchanges in form of blockchain transfer of XRP from the
crypto wallet of the ODL RP to the crypto wallet of Tranglo.” In our September 8, 2023
conference call we understood you to clarify that these statements were intended to
convey that (1) the crypto-exchange holds the private key to the crypto exchange’s on-
blockchain wallet, which is an omnibus wallet as it holds the crypto assets of multiple
customers of the crypto exchange, including Ripple, ODL RP, and Tranglo and (2) Ripple,
ODL RP, and Tranglo each have off-blockchain accounts at the crypto exchange, one for
fiat currency and one for crypto assets, that they access through an API.  If our
understanding is correct, revise the narrative below the fund flow on page 186 to disclose
this clarification.  Further revise the references to “Tranglo’s wallet” to reference
Tranglo’s off-blockchain crypto account at the crypto exchange or Tranglo’s fiat currency
account at the crypto exchange, as appropriate in the context.
9.Refer to the following statements in the narrative below the fund flow on page 186. “After
liquidation, Tranglo receives the amount in fiat currency in its crypto wallet account …
and will then transfer that fiat currency to Tranglo’s own bank account on the next
business day.” Revise to clarify, if true, that the reference to “crypto wallet account”
means Tranglo’s crypto exchange fiat account.
10.Tell us and consider the need to revise the narrative to explain to what the “off-blockchain
internal ledger recording on the RippleNet platform” referenced in your August 11, 2023
response 6 refers, including who maintains it, and how it relates to and differs from the
crypto exchange’s off-blockchain ledger of accounts it uses to identify the owners of the
crypto assets in its on-blockchain wallet.  Further, if more than one ledger exists, clarify
which is determinative of ownership (e.g., if discrepancies between ledgers exist) and the
basis for your conclusion.
11.In your August 11, 2023 response 6 you indicate, in part that “… Ripple deposits XRPs
into Tranglo’s crypto wallets from time to time…”. Tell us and consider the need for
revised disclosure on page 186 to clarify how that deposit is affected. For example, does
Ripple provide instruction to the crypto exchange to transfer XRP from its crypto
exchange crypto asset account to Tranglo’s crypto exchange crypto asset account?
12.In our telephone conference on September 8, 2023 you indicated that the ODL RP
transfers ownership of XRP to Tranglo.  In your August 11, 2023 response 9 you indicate
that as a result of the Master Agreement contract Tranglo does not obtain legal title,
including ownership and control, of the XRP transferred by Ripple to Tranglo, which XRP
you identify as the Slippage Pool.  Please tell us and consider the need for revised
disclosure clarifying the following:
•For the Slippage Pool, is it correct the crypto exchange off-blockchain ledger will
identify Slippage Pool XRP as being in the crypto exchange account of, and thus
owned by, Tranglo?  If yes, how would ownership be determined in legal proceedings
(e.g., bankruptcy)?
•What processes does Tranglo undertake to transfer ownership of XRP received from
the ODL RP to Ripple when such XRP is not sold by Tranglo because it would

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 October 16, 2023 Page 5
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
October 16, 2023
Page 5
generate proceeds in excess of the prefunding commitment?  Is there an off-
blockchain ledger in which such transfer of ownership is reflected?
Transactions with Certain Shareholders, page 249
13.We note your revised disclosure in response to comment 10 and reissue our comment in
part.  Disclose the amount of XRP transferred to GEA Limited to date pursuant to
the Master XRP Commitment to Sell Agreement and clearly indicate that Seamless Group
is the guarantor for repayment of all obligations incurred in connection with that
agreement.  Disclose the total amount guaranteed under the Deed of Guarantee as of
a more recent practicable date than May 2023.  Please also add risk factor disclosure
regarding the limitations placed on Seamless by the Deed of Guarantee that could have a
material impact, such as the prohibition in the Merger Agreement from incurring any
additional financial indebtedness prior to the closing of the SPAC Transaction without
prior written consent of Ripple Labs, and after the closing Seamless cannot incur any
financial indebtedness that would materially affect its guarantee of GEA Limited’s debt to
Ripple.
Index to Financial Statements, page F-1
14.Please update your filing with the interim financial statements of Seamless Group,
Inc. pursuant to Item 17(b)(8) of Form S-4.  Also, revise the pro forma financial
information and MD&A to incorporate the interim financial statements of Seamless
Group, Inc. as appropriate.
Seamless Group Inc. Financial Statements
General, page F-42
15.See fund flow step 1 on page 186. Consistent with our request in prior comment 5, please
provide an accounting analysis with citation to authoritative accounting literature
evaluating whether GEA, as ODL RP, is required to recognize the assets under the
Bailment. Please ensure your analysis addresses the concept of control, with relevant
citation to authoritative accounting literature. If recognition of the assets under the
Bailment is not required, address whether GEA has a SAB 121 safeguarding obligation.
16.See fund flow step 1 on page 186. Please confirm our understanding gained from our
September 8, 2023 conference call that upon draw down, ODL RP (i.e., GEA) obtains
ownership and control of the XRP drawn down.  Please provide an accounting analysis
with citation to authoritative accounting guidance supporting your assertion that control
transfers to GEA upon draw down of the XRP and clarifying the attributes that cause GEA
to control drawn down XRP, but not XRP under Bailment, citing authoritative accounting
guidance.
17.See fund flow step 4 on page 186. Please provide the accounting analysis previously
requested in prior comment 9 for both the XRP transferred from ODL RP to Tranglo as
well as the “Slippage Pool” XRP in Tranglo’s crypto exchange account.  Ensure that

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 October 16, 2023 Page 6
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
October 16, 2023
Page 6
analysis identifies through specific citation the applicable authoritative accounting
guidance and analyzes your facts and circumstances in relation to that guidance.  In
addition to, or as part of, that analysis, please address the following:
•Clarify what you mean when you state there is no direct guidance in U.S. GAAP. As
illustrative examples, how did you consider the requirements of ASC 350, ASC 610,
and ASC 815?  Similarly, please clarify to what “analogous guidance” and IFRS
standards you are referring.  As an illustrative example, did you look to ASC 606-10-
25-25 by analogy?
•Clarify what you mean when you say that Tranglo should be viewed as a liquidation
agent and for whom they are an agent. Identify and evaluate the applicable
authoritative accounting guidance supporting this assertion.
•Confirm our understanding gained from our September 8, 2023 conference call that
transfer of XRP from ODL RP’s crypto exchange account to Tranglo’s crypto
exchange account results in Tranglo obtaining ownership and control of such XRP.
Please provide an

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

United States securities and exchange commission logo
July 28, 2023
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, New York 10004
Re:InFinT Acquisition Corp
Amendment No. 4 to Registration Statement on Form S-4
Filed June 9, 2023
File No. 333-267662
Dear Alexander Edgarov:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 24, 2023 letter.
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

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 July 28, 2023 Page 2
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
July 28, 2023
Page 2
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.
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.
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.
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.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 July 28, 2023 Page 3
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
July 28, 2023
Page 3
How Ripples On-Demand Liquidity (OLD) works with Tranglo, page 186
5.In your response to comment 20 you refer to “payments to Ripple for the 2022 and 2021
years presented.”  Tell us and revise your disclosure as necessary to clarify to what these
payments relate.  Also provide to us an accounting analysis with specific citation to
authoritative literature supporting your accounting for such payments.
6.We note your revisions in response to comment 9.  Please clarify the nature and number of
“accounts” and “wallets” involved in each step of the fund flow including but not limiting
it to the following:

•where they are located;
•whether they are on blockchain or off-blockchain;
•whether they are omnibus accounts;
•who holds the private keys;
•whether “wallets” and “accounts” have the same or a different meaning; and
•how the bailment is effected and what it means when you refer to “Tranglo’s slippage
pool wallet."

Please also clarify how title transfers between Ripple and ODL RP and separately between
ODL RP to Tranglo are effected (e.g., on blockchain or off-blockchain through a memo
entry in an internal ledger, etc.); and clarify Ripples role in the transfer of XRP from ODL
RP to Tranglo.  In this regard, it is not clear how Ripple transfers the XRP to Tranglo
when title passed from Ripple to ODL RP.
7.We note your disclosure that Tranglo "adopted" two crypto exchanges.  Please further
explain to us what you mean by "adopted."  Please clarify what the phrase "programmatic
liquidation system developed by Ripple in the two crypto exchanges" means and how it
relates contextually to Ripple's relationship with those exchanges.
8.We note your revisions in response to comment 10 and your disclosure in the first
paragraph on page 186 related to the $100,000 of fiat currency being sent from the ODL
RP to Tranglo for prefunding purpose.  This statement is inconsistent with your disclosure
in Step 4 of Fund Flows in which Tranglo receives 300K of XRP from the ODL RP.
9.Provide us with your accounting analysis with specific citation to authoritative literature
describing and supporting Tranglo’s accounting for Ripple's On-Demand Liquidity.  As
part of that analysis, identify the agreements that Tranglo has with Ripple, the ODL RP
and any other party involved with the product.  For each such agreement, summarize the
rights and obligations of the parties to the agreement and ensure your accounting analysis
explains and evaluates, with specific citation, the Company’s accounting for such rights
and obligations.  To the extent beneficial to an understanding of your accounting for those
rights and obligations, provide the related journal entries.  If there was alternative
accounting approaches you considered and rejected, describe that portion of your analysis
through specific citation to authoritative literature.  In this regard, your disclosure suggests

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 July 28, 2023 Page 4
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
July 28, 2023
Page 4
that Tranglo takes control of XRP, sells it, and at a minimum, has entered into Pay-Out
Support Provider Agreement that, in part involves the Slippage Pool and, conveys rights
and obligations to Tranglo that appear to have the effect of capping the U.S. dollar value
of the pre-funding Tranglo retains.
Transactions with Certain Shareholders, page 249
10.Please revise your disclosure here, and elsewhere as appropriate, to explain the purpose of
the Master XRP Commitment to Sell Agreement and the related Line of Credit
Addendums between Ripple Labs and GEA Limited.  Please file these agreements as
exhibits, or tell us why you believe you are not required to do so. To the extent that the
Commitment to Sell Agreement allowed GEA Limited to purchase XRP from Ripple
Labs, make this clear and indicate the amount purchased to date and clearly indicate that
Seamless Group is the guarantor for repayment of all obligations incurred in connection
with the Commitment to Sell Agreement and Lines of Credit.  Indicate whether Seamless
will incur and/or pay such debts in connection with the divestiture of GEA Limited.
Disclose the total amount guaranteed under the Deed of Guarantee as of the most recent
practicable date.  Please also disclose, and add risk factor disclosure as appropriate, any
limitations placed on Seamless by the Deed of Guarantee that could have a material
impact.  We note, for example, that Section 6.11 prohibits Seamless from incurring any
additional financial indebtedness prior to the closing of the SPAC Transaction without
prior written consent of Ripple Labs, and after the closing Seamless cannot incur any
financial indebtedness that would materially affect its guarantee of GEA Limited's debt to
Ripple.  Please also clearly disclose the right of first refusal granted to Ripple Labs for all
transfers and sales of shares, and disclose whether Ripple Labs could acquire a majority
interest in Tranglo in this way.
11.Please add a risk factor discussing the material risks relating to the Shareholders'
Agreement between Tranglo, Seamless and Ripple Labs.  We note in particular that
Tranglo cannot undertake certain actions or transactions without the consent of Ripple
Labs or one of Ripple's directors who serve on the Tranglo board, including a sale of
assets, changes in capital structure, amendments to governing documents, incurrence of
debt, changes in the nature and/or scope of the business, entry into long-term agreements
and commercial agreements, approval of and amendments to the budget, opening or
closing of bank accounts, and approval of financial statements to be submitted to general
meetings.  These are just examples. Please ensure that your disclosure throughout clearly
conveys the degree of control exercised by Ripple Labs through the Shareholders'
Agreement, and explains the specific actions and transactions that require approval of
Ripple Labs.
Index to Financial Statements, page F-1
12.We note your disclosure throughout the filing of Seamless's financial information as of
and for the three months ended March 31, 2023.  Item 8.A.5. of Form 20-F states: " If, at
the date of the document, the company has published interim financial information that

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 July 28, 2023 Page 5
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
July 28, 2023
Page 5
covers a more current period than those otherwise required by this standard, the more
current interim financial information must be included in the document."  Please tell us
your consideration of including March 31, 2023 interim financial statements.
Condensed Statement of Cash Flows, page F-21
13.Please tell us your consideration of recording the sale of investments in your trust account
as an investing cash inflow and the redemption of your Class A ordinary shares as a
financing cash outflow in your statement of cash flows.  Refer to ASC 230-10-45.
Note 2 Summary of significant accounting policies
(a) Basis of presentation and principles of consolidation, page F-44, page F-44
14.We note from your disclosure on page 55 that Ripple owns 40% of Tranglo and has
certain contractual rights that could disrupt Tranglo’s existing business or prevent your
ability to expand it.  Please provide us your detailed analysis of the guidance in ASC 810-
10 related to Entities Controlled by Contract on whether you should consolidate Tranglo.
Refer to ASC 810-10-05-14 thru 16, ASC 810-10-15-18 thru 22 and ASC 810-10-25-60
thru 81.

Exhibits
15.It appears that you have redacted terms from certain of the exhibits, such as the
Shareholders' Agreement filed as Exhibit 10.26(a) and Schedule 1 of the Pay-Out Support
Provider Agreement filed as Exhibit 10.16.  To the extent that you have redacted terms
from any of the exhibits and intend to do so in accordance with Item 601(b)(10)(iv) of
Regulation S-K, revise to indicate which exhibits include redacted information and
include a prominent statement on the first page of each redacted exhibit that certain
information has been excluded because it is both not material and is the type that the
registrant treats as private or confidential, to the extent accurate.
            You may contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3336 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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

United States securities and exchange commission logo
May 24, 2023
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, New York 10004
Re:InFinT Acquisition Corp
Amendment No. 3 to Registration Statement on Form S-4
Filed April 18, 2023
File No. 333-267662
Dear Alexander Edgarov:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 22, 2023 letter.
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.
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

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 May 24, 2023 Page 2
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
May 24, 2023
Page 2
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.
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.
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.
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.
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.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 May 24, 2023 Page 3
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
May 24, 2023
Page 3
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.
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.
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.
10.We note your revisions in response to comment 5.  In step 7 of the Fund Flow on page
184, please explain why Tranglo has the obligation of USD100K to the ODL RP when
Tranglo has already credited USD100K to the Money Pool of the ODL RP.
Licenses, page 189
11.We note your revised disclosure and written response to comment 7.  We reissue our
comment in part.  Please revise your disclosure to address how you are in compliance with
applicable cryptocurrency regulations in jurisdictions outside of Singapore.  In this regard,
if you believe you are not required to comply with any cryptocurrency regulations in
jurisdictions outside of Singapore, please state this affirmatively.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Seamless
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 and Year Ended
December 31, 2020, page 225
12.Please revise to discuss the "Finance costs, net" line item in your Consolidated Statements
of Operations and Comprehensive Loss.
Liquidity and Capital Resources
Contractual Obligations, page 231
13.Please revise the table to include estimated interest expense.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 May 24, 2023 Page 4
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
May 24, 2023
Page 4
Note 2(b) - Going concern, page F-27
14.Reference is made to your disclosure of anticipated 2023 EBITDA.  Non-GAAP financial
measures are not allowed to be presented or disclosed on the face of a registrant's financial
statements or in the accompanying notes.  Please remove the non-GAAP measure(s).
Refer to Item 10(e)(1)(ii)(C) of Regulation S-K.
Note 2(t) Cost of Revenue, page F-32
15.You disclose that cost of revenue includes amortization of intangible assets.  Please tell us
the nature and amount of intangible asset amortization included in cost of revenue for the
periods presented.  In this regard, you disclose in Notes 6 and 7 that depreciation and
amortization is included in the general and administrative expenses line item.  Please
revise your disclosures for consistency.  Also note that depreciation and amortization
should not be positioned in the income statement in a manner which results in reporting a
figure for income before depreciation.  Refer to SAB Topic 11:B.
Note 2(dd) - Share-based compensation, page F-35
16.Regarding the 2022 shares granted, please disclose a description of the method used to
estimate fair value, the grant date fair value and unrecognized compensation expense as of
December 31, 2022.  Refer to ASC 718-10-50.
Note 2 (hh) Recent Accounting Pronouncements, page F-36
17.We note your disclosure that the guidance in ASU 2020-06 was effective for you for the
year ended December 31, 2022 and did not have a material effect on the consolidated
financial statements, therefore no cumulative effect on accumulated deficit was recorded.
We also note you recorded $3.4 million in amortization of debt discounts for the year
ended December 31, 2022.  Please tell us how you determined the adoption of the
guidance in ASU 2020-06 did not have a material effect on the consolidated financial
statements.
13. Convertible bonds, page F-43
18.Please tell us how you accounted for the issuance of $10,000,000 Convertible Bond D and
the replacement of Convertible Bonds B and C referencing authoritative literature that
supports your accounting treatment.  Reconcile the change in total principal balance from
$21,000,000 as of December 31, 2021 to $10,000,000 as of December 31, 2022 using
disclosure in your financial statements and related notes.  Finally, disclose any discount
recorded when issuing Convertible Bond D.
Note 17 Segments, page F-47
19.We note your responses to comments 8 and 11, your response to comment 34 from our
letter dated February 6, 2023 and your disclosure in Note 2(z) on page F-34 that each

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 May 24, 2023 Page 5
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
May 24, 2023
Page 5
subsidiary is an operating segment and operating segments have been aggregated.  Based
on the financial information presented in your Management's Discussion and Analysis it
appears your subsidiaries have different economic characteristics.  Please explain why
your subsidiaries meet the aggregation criteria in ASC 280-10-50-11 and 12.  In addition,
reference is made to your discussion of EBIT or EBITDA by subsidiary on page 228 in
Management's Discussion and Analysis.  Please tell us your segment measure of
profitability.  Refer to ASC 280-10-50-22 through 31 for disclosures related to the
segment measure of profit or loss.  Finally, please tell us your consideration of providing
results of operations discussion of your reportable segments in Management's Discussion
and Analysis.
Note 20. Related Party Transactions, page F-50
20.Please tell us why you removed your disclosure of the Pay-Out Support Agreement
between Ripple Services, Inc. and Tranglo in response to our prior comment 32 in our
letter dated February 6, 2023.  Additionally, please tell us your consideration of
disclosing the total dollar value of the ODL RP transactions related to the XRP that was
drawn down in the prefunding arrangements for the years presented and the amount the
ODL RP owes Ripple as of December 31, 2022 and 2021.  Refer to SAB Topic 5:T and
the disclosures in ASC 850-10-50 and Rule 4-08(k) of Regulation S-X considering
Ripple’s 40 percent ownership of Tranglo.
General
21.We note your response to comment 12.  We continue to see that in the filed version of
Exhibit 10.16, there is a black box for a portion of schedule 1.  To the extent you are
redacting terms of the agreement, please refile the exhibit with the key information
redacted (as opposed to an entire section of the schedule blacked out), and mark the
exhibit index and the redacted exhibit as specified in Item 601(b)(10)(iv).

22.We note that you did not file any agreement(s) relating to Ripple's purchase of a 40%
interest in Tranglo.  Please provide us with your analysis as to why you are not required to
file any such agreement(s).  With a view toward disclosure, we note that your revised
disclosure on page 103 now states in response to comment 3, "as part of their due
diligence review process, INFINT’s management team reviewed material agreements
between Ripple and Seamless."  Please advise us whether INFINT's management team
also reviewed any agreement(s) relating to Ripple's purchase a 40% interest in Tranglo. If
so, please revise your disclosure to indicate which agreements were reviewed and what,
specifically, was considered by management as part of the review.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 May 24, 2023 Page 6
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
May 24, 2023
Page 6
            You may contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

April
17, 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. 2 to Registration Statement on Form S-4

    Filed
    on February 13, 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. 2 Registration Statement on Form S-4 (File No. 333-267662)
(the “Registration Statement”). An electronic version of Amendment No. 3 (“Amendment No. 3”) to
the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as amended
by Amendment No. 3, 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 March 22, 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. 2 to Form S-4 filed February 13, 2023

The
funding process used by certain customers of Tranglo relies on cryptocurrency issued by one of our strategic partners..., page 54

 1. We
                                            note your revised risk factor in response to comment 7. Given your relationship with Ripple,
                                            please tell us why you cannot provide any assurances that Ripple has all relevant licenses
                                            and approvals.

Response:
On behalf of Seamless, the Company respectfully advises the Staff that 	Seamless’ agreements with Ripple include representations
and warranties by Ripple 	regarding its holding of all relevant licenses and approvals, providing the basis for 	Seamless’
belief that Ripple has the requisite authorities. However, Seamless lacks 	the access and expertise to provide further assurance regarding
Ripple’s regulatory 	compliance or ability to respond to future changes in the regulation’s governing 	Ripple’s
business.

    Greenberg
    Traurig, LLP

    One
    Vanderbilt Avenue | New York, NY 10027 | T +1 212.801.9200 | F +1 212.801.6400

    ACTIVE
    686176204v5
    www.gtlaw.com

Securities
and Exchange Commission

Office
of Trade and Services

Division
of Corporation Finance

April
17, 2023

 Page 2

Divestitures,
page 97

 2. We
                                            note your response to comment 10. It appears that Mr. Alex Kong, the Chairman and controlling
                                            shareholder of Seamless following the business combination, will retain a significant ownership
                                            percentage in the Divestiture Entities following the divestitures. Please tell us how this
                                            is consistent with Section 7.20 of the Business Combination Agreement which notes that upon
                                            consummation of the divestitures, the Divestiture Entities will no longer be affiliates of
                                            Seamless.

We
also note that the investment mandate as set forth in the prospectus for InFinT’s initial public offering stated that InFinT did
not intend to acquire any business which does business in China or Hong Kong. Given that TNG Asia and GEA comprise the predominate portion
of Tranglo’s Hong Kong related revenue, and that they will continue to remain customers after the divestitures, please explain
how the board determined that the continued relationship with TNG Asia and GEA following the business combination was consistent with
the investment mandate.

Response:
The Company respectfully advises the Staff that following the Business Combination, the board of directors of New Seamless will consist
of five members, one of whom will be Mr. Kong and the other four of which will be independent directors. Three of those independent directors
have no prior or existing relationship with Seamless or the Divesture Entities. Mr. Eng Ho NG is currently an independent director
of TNG Asia, but will resign that position upon divesture by Seamless of the Divesture Entities. The supermajority of independent directors
on the board of directors of New Seamless and the Related Person Transactions Policy to be implemented by the New Seamless board following
the consummation of the Business Combination, which will require approval of any related party transaction by the Audit Committee of
New Seamless, including any transaction with Mr. Kong or any entities affiliated with him, are intended to insure that New Seamless will
not be under common control with the Divesture Entities and accordingly not Affiliates within the meaning of that term as defined in
the Business Combination Agreement.

The
Company further respectfully advises the Staff that following the Business Combination, even though New Seamless will have the benefit
of continuing relationships with its existing customers located in China or Hong Kong, the Company will not have any corporate operations
in China or Hong Kong. As required by the Business Combination Agreement, New Seamless headquarters will be relocated to Singapore and
New Seamless will not have any offices in China or Hong Kong. Further, as set forth above, as a result of the divesture of the Divesture
Entities, New Seamless will not be affiliated with TNG or GEA and will not otherwise have any corporate presence in the region. New Seamless
does not intend to continue to market in the region or try to capture new customers. The Company’s board of directors determined
that the changes to the corporate structure required by the Business Combination Agreement, including divesture of the Divesture Entities
and headquarter relocation, will enable the Company to comply with its investment mandate while ensuring minimum disruptions to the business,
goodwill and customer relationships of New Seamless.

    Greenberg
    Traurig, LLP

    www.gtlaw.com

Securities
and Exchange Commission

Office
of Trade and Services

Division
of Corporation Finance

April
17, 2023

 Page 3

Background
of the Business Combination, page 106

 3. We
                                            note your revised disclosure in response to comment 16 and that the management team reviewed
                                            “agreements related to” the relationship between Ripple and Seamless. Please
                                            revise to explain what agreements were reviewed and how the review of these agreements impacted
                                            management’s evaluation of the relationship with Ripple.

Response:
As part of due diligence, the Company’s management team reviewed all material agreements of Seamless, including material agreements
with Ripple, which have all been filed as exhibits to the Registration Statement. The Company has revised the disclosure on page 107
of the Amended Registration Statement to clarify the disclosure.

 4. We
                                            note your response to comment 19 that the materials referenced do not constitute reports,
                                            opinions or appraisals within the meaning of Item 1015. Please provide a more detailed legal
                                            analysis explaining why the referenced materials do not constitute reports, opinions, or
                                            appraisals within the meaning of Item 1015, and why the company does not consider such information
                                            to be material to the transaction, if true. We note that ARC and Jones Trading each determined
                                            an implied enterprise valuation through their valuation analysis, and that these analyses
                                            were used to support a counter offer of a $400 million valuation and were “used by
                                            the management for purposes of discussions with the target.” In addition, the comparable
                                            company valuation analyses prepared with ARC and Jones Trading are listed as factors supporting
                                            the InFinT’s Board’s decision to enter into the Business Combination Agreement.
                                            Alternatively, amend your disclosure to provide the information required by Item 1015(b)
                                            of Regulation M-A and Item 4(b) of Form S-4.

Item
4(b) of the Form S-4 requires the Company to include certain information if “a report, opinion or appraisal materially relating
to the transaction has been received from an outside party, and such report, opinion or appraisal is referred to in the prospectus.”
The Company continues to believe that the market updates provided by ARC and JonesTrading were not reports, opinions or appraisals within
the parameters of Item 4(b) of Form S-4 and Item 1015(b) of Regulation M-A as they were not material to the transaction but simply provided
points of references, based on publicly available information, for the management’s due diligence, analysis and presentation of
its views to the board of directors. As previously noted, the management and the board of directors of the Company considered a number
of factors in determining to pursue a business combination with Seamless and enter into the Business Combination Agreement and the materials
prepared by Jones Trading and ARC were only a small component of the overall mix of information considered by management and the board
of directors of the Company.

Although
the Company continues to believe that the market updates provided by ARC and JonesTrading were not reports, opinions or appraisals within
the parameters of Item 4(b) of Form S-4 and Item 1015(b) of Regulation M-A, the Company notes that the disclosure regarding JonesTrading,
ARC and their respective reports already provided on pages 107 and 108 of the Amendment No. 3 is generally consistent with to the
disclosure requirements of Item 1015(b) of Regulation M-A. In addition, the Company has further revised the disclosure on pages 107
and 108 of the Amended Registration Statement to further comply with the disclosure requirements of Item 1015(b) of Regulation M-A
to clarify that no material relationship existed during the past two years and no compensation was received or to be received as a result
of such relationship between each of ARC, JonesTrading, their respective affiliates or representatives and Seamless or its affiliates.
The Company further notes that with regard to the preliminary market updates completed by JonesTrading and ARC for use by INFINT’s
management, the Company already has disclosed in the Amended Registration Statement on pages 107 and 108 the applicable assumptions,
the comparable companies used, and the results of these analyses. The Company does not believe that providing copies of the actual analyses
is necessary given disclosure in the Amended Registration Statement includes the same information as what is reflected in the analyses.

    Greenberg
    Traurig, LLP

    www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

April 17, 2023

Page 4

Seamless’
Business, page 172

 5. We
                                            note your responses to comments 24, 32 and 33. Please revise your graphical presentations
                                            on pages 175 and 187 and descriptions of the journeys to provide further details of how the
                                            remittance process works from sender continuing through to the beneficiary. Please ensure
                                            your disclosure addresses who controls the assets before and after the various transfers
                                            in the process and disclose the various rights and obligations of each party in the process
                                            at the various stages. Please disclose what each party gives up and receives along the journeys.
                                            In addition, please revise the graphic and/or paragraphs for consistency to use consistent
                                            terms to describe the parties and transactions. In this regard, please clarify who/what “participants,”
                                            “remittance hub,” “remittance agent,” and “payout agent”
                                            are. Please also tell us your consideration of adding prefunding as a step in the graphic’s
                                            journey. Please clarify if the remittance licensee are depositing funds with Tranglo, if
                                            Tranglo makes payments directly to beneficiaries and the roles of remittance agents and payout
                                            agents.

Please
clarify how you record the receipt and subsequent liquidation of the XRP in the ODL transactions. Your response appears to only focus
on the prefunding process that involves cash. Please refer to steps 3 and 4 in your descriptions of the journey on page 187. Also, please
tell us how you account for the formation and subsequent activity in the Slippage Pool mentioned in the first and second paragraphs on
page 187, including deposits, draw downs and selling of XRP. In step 2 of the journey on page 187, please clarify who has custody of
the XRP digital wallet accounts. If you have custody, please tell us how you account for them. In step 3 of the journey on page 187,
please clarify if you are buying or borrowing XRP from the Remittance Licensee and then liquidating for cash. Please tell us who controls
the XRP immediately prior to the sale on your exchange. Also, please clarify your role in the XRP exchange transaction. In this regard,
tell us if you are the buyer or are you introducing the Remittance Licensee to a market maker that is the counter party to the purchase
of XRP.

Response: In
response to the Staff’s comment, the Company has revised the disclosures on pages 172 and page 184 of the Amended
Registration Statement to provide the requested disclosure.

Strong
Strategic Partnership Network, page 186

 6. We
                                            note your revisions and your written response to comment 25. Please confirm

that
there were no material gaps identified by your board or management with respect to risk management processes and policies in light of
current crypto asset market conditions and the volatility in the price of XRP. In the alternative, please describe any gaps, to the extent
material, as well as any changes made to address those gaps.

Response:
On behalf of Seamless, the Company respectfully advises the Staff that the board and management of Seamless have not identified any
material gaps with respect to risk management processes and policies in light of current crypto asset market conditions and the volatility
in the price of XRP. Because Tranglo usually holds XRP for just few seconds to few minutes on every working day, and because the Slippage
Pool acts as a buffer for the liquidation process, the board and management of Seaml

United States securities and exchange commission logo
March 22, 2023
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, New York 10004
Re:InFinT Acquisition Corp
Amendment No. 2 to Registration Statement on Form S-4
Filed February 13, 2023
File No. 333-267662
Dear Alexander Edgarov:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 6, 2023 letter.
Amendment No. 2 to Form S-4 filed February 13, 2023
The funding process used by certain customers of Tranglo relies on cryptocurrency issued by one
of our strategic partners..., page 54
1.We note your revised risk factor in response to comment 7. Given your relationship with
Ripple, please tell us why you cannot provide any assurances that Ripple has all relevant
licenses and approvals.
Divestitures, page 97
2.We note your response to comment 10.  It appears that Mr. Alex Kong, the Chairman and
controlling shareholder of Seamless following the business combination, will retain a
significant ownership percentage in the Divestiture Entities following the divestitures.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 March 22, 2023 Page 2
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
March 22, 2023
Page 2
Please tell us how this is consistent with Section 7.20 of the Business Combination
Agreement which notes that upon consummation of the divestitures, the Divestiture
Entities will no longer be affiliates of Seamless.  We also note that the investment
mandate as set forth in the prospectus for InFinT's initial public offering stated that InFinT
did not intend to acquire any business which does business in China or Hong Kong.
Given that TNG Asia and GEA comprise the predominate portion of Tranglo's Hong
Kong related revenue, and that they will continue to remain customers after the
divestitures, please explain how the board determined that the continued relationship with
TNG Asia and GEA following the business combination was consistent with the
investment mandate.

Background of the Business Combination, page 106
3.We note your revised disclosure in response to comment 16 and that the management
team reviewed "agreements related to" the relationship between Ripple and Seamless.
Please revise to explain what agreements were reviewed and how the review of these
agreements impacted management's evaluation of the relationship with Ripple.
4.We note your response to comment 19 that the materials referenced do not constitute
reports, opinions or appraisals within the meaning of Item 1015.  Please provide a more
detailed legal analysis explaining why the referenced materials do not constitute reports,
opinions, or appraisals within the meaning of Item 1015, and why the company does not
consider such information to be material to the transaction, if true.  We note that ARC and
Jones Trading each determined an implied enterprise valuation through their valuation
analysis, and that these analyses were used to support a counter offer of a $400 million
valuation and were "used by the management for purposes of discussions with the target."
In addition, the comparable company valuation analyses prepared with ARC and Jones
Trading are listed as factors supporting the InFinT's Board's decision to enter into the
Business Combination Agreement.  Alternatively, amend your disclosure to provide the
information required by Item 1015(b) of Regulation M-A and Item 4(b) of Form S-4.
Seamless' Business, page 172
5.We note your responses to comments 24, 32 and 33.  Please revise your graphical
presentations on pages 175 and 187 and descriptions of the journeys to provide further
details of how the remittance process works from sender continuing through to the
beneficiary.  Please ensure your disclosure addresses who controls the assets before and
after the various transfers in the process and disclose the various rights and obligations of
each party in the process at the various stages.  Please disclose what each party gives up
and receives along the journeys. In addition, please revise the graphic and/or paragraphs
for consistency to use consistent terms to describe the parties and transactions.  In this
regard, please clarify who/what “participants,” “remittance hub,” “remittance agent,” and
“payout agent” are.  Please also tell us your consideration of adding prefunding as a step
in the graphic’s journey.  Please clarify if the remittance licensee are depositing funds

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 March 22, 2023 Page 3
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
March 22, 2023
Page 3
with Tranglo, if Tranglo makes payments directly to beneficiaries and the roles of
remittance agents and payout agents.

Please clarify how you record the receipt and subsequent liquidation of the XRP in the
ODL transactions.  Your response appears to only focus on the prefunding process that
involves cash.  Please refer to steps 3 and 4 in your descriptions of the journey on page
187.  Also, please tell us how you account for the formation and subsequent activity in the
Slippage Pool mentioned in the first and second paragraphs on page 187, including
deposits, draw downs and selling of XRP.  In step 2 of the journey on page 187, please
clarify who has custody of the XRP digital wallet accounts.  If you have custody, please
tell us how you account for them.  In step 3 of the journey on page 187, please clarify if
you are buying or borrowing XRP from the Remittance Licensee and then liquidating for
cash.  Please tell us who controls the XRP immediately prior to the sale on your
exchange.  Also, please clarify your role in the XRP exchange transaction.  In this regard,
tell us if you are the buyer or are you introducing the Remittance Licensee to a market
maker that is the counter party to the purchase of XRP.
Strong Strategic Partnership Network, page 186
6.We note your revisions and your written response to comment 25.  Please confirm
that there were no material gaps identified by your board or management with respect to
risk management processes and policies in light of current crypto asset market conditions
and the volatility in the price of XRP.  In the alternative, please describe any gaps, to the
extent material, as well as any changes made to address those gaps.
Licenses, page 192
7.We note your revisions and response to comment 28.  We further note your reliance on the
services of Independent Reserve SG PTE. Ltd. and Betur, Inc. to liquidate XRP received
from your customers as part of your ODL service.  Please revise to disclose the material
terms of your agreements with Independent Reserve SG PTE. Ltd. and Betur, Inc.,
including the duration and expiration dates.  Please also revise your disclosure to address
how you are in compliance with applicable cryptocurrency regulations in jurisdictions
outside of Singapore.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Seamless
Critical Accounting Policies and Estimates, page 225
8.We note your response comment 30.  Please revise your disclosure to provide information
for investors to assess the probability of future goodwill impairment charges.  For
example, please disclose whether any of your reporting units are at risk of failing the
quantitative impairment test or that the fair value of each of your reporting units are
substantially in excess of carrying value and are not at risk of failing.  If a reporting unit is
at risk of failing, you should disclose:

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 March 22, 2023 Page 4
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
March 22, 2023
Page 4

• the percentage by which fair value exceeded carrying value at the date of the most recent
test;
• the amount of goodwill allocated to the reporting unit;
• a detailed description of the methods and key assumptions used and how the key
assumptions were determined;
• a discussion of the degree of uncertainty associated with the assumptions; and
• a description of potential events and/or changes in circumstances that could reasonably
be expected to negatively affect the key assumptions.

Please refer to Item 303(b)(3) of Regulation S-K.
Consolidated Statements of Operations and Comprehensive Loss, page F-35
9.We note your response to comment 31.  Please provide us with the materiality analysis
you performed in which you determined the reclassification of depreciation expense from
other expenses to general and administrative expenses was not material.  Please ensure
your analysis addresses the effect of reclassification on income (loss) from operations for
the the years presented.  If you determine that reclassification was material after you
reassess, please revise your financial statements accordingly.  Refer to SAB Topic 1:M
and ASC 250-10 for guidance.
(z) Earnings per share, page F-46
10.We note your revisions related to comment 36.  Please revise to disclose the amount of
shares that the debt is convertible into as of December 31, 2021 and 2020.  Refer to ASC
260-10-50-1c.
(aa) Segments, page F-46
11.We note your response to comment 34.  Please revise to disclose that your operating
segments have been aggregated and clarify the basis you used to aggregate your operating
segments into your reportable segments.  Refer to ASC 280-10-50-21.
General
12.We note that in the filed version of Exhibit 10.16, there is a black box for a portion of
schedule 1.  To the extent you are redacting terms of the agreement, please refile the
exhibit with the key information redacted   (as opposed to an entire section of the schedule
blacked out), and mark the exhibit index and the redacted exhibit as specified in Item
601(b)(10)(iv).  Please also file any agreements with Ripple relating to Ripple’s
acquisition of 40% of Tranglo that are required to be filed by Item 601 of Regulation S-
K.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 March 22, 2023 Page 5
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
March 22, 2023
Page 5
            You may contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

February
13, 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. 1 to Registration Statement on Form S-4

                                            Filed on December 1, 2022

                                            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. 1 to Registration Statement on Form S-4 (File No.
333-267662) (“Amendment No. 1”). An electronic version of Amendment No. 2 (“Amendment No. 2”)
to the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as
amended by Amendment No. 2, 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 February 6, 2023, relating
to Amendment No. 1. For ease of reference, the text of the comments in the Staff’s letter is reproduced in 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. 1 to Form S-4 filed December 1, 2022

Cover
Page

1. We
                                            note your revisions in response to comment 1. Please revise the cover page to disclose the
                                            conversion ratio based on the number of Seamless ordinary shares issued and outstanding as
                                            of the most recent practicable date. Please include this disclosure elsewhere as appropriate.

Response:
In response to the Staff’s comment, the Company has revised the cover page and the disclosures on pages 9, 21, 96 and 167
of the Amended Registration Statement to disclose the conversion ratio based on the number of Seamless ordinary shares issued and
outstanding as of February 8, 2023.

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

February
13, 2023

Page
2

Summary
- Seamless Group Inc., page 20

2. We
                                            note your revisions in response to comment 7. While you include the unaudited pro forma condensed
                                            statement of operations, this does not illustrate the impact of the divestitures as you do
                                            not discuss the financial position of the company before the divestitures. Please revise
                                            to provide a discussion that illustrates how the divestitures will impact the business and
                                            financial results on an ongoing basis.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on page 21 of the Amended
Registration Statement to illustrate the summary financial performance of Seamless prior to the Divestitures and illustrate the impact
of the Divestitures thereon, and to direct investors to more detailed discussions of the impact of the Divestitures on the business and
financial results of Seamless elsewhere in the Amended Registration Statement.

3. Here
                                            and elsewhere that you disclose that Tranglo services transactions between more than 20 countries
                                            in Southeast Asia, please provide context so that it is clear whether the majority of such
                                            transactions occur in a few countries or are more evenly spread across 20 countries. To the
                                            extent that the majority of transactions are in a few countries, please disclose those countries.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on pages 21, 173 and 201 of the Amended
Registration Statement to clarify that a majority of Tranglo’s remittance revenue is derived from transactions for customers in
Hong Kong, Singapore and the Republic of South Korea.

Risk
Factors, page 47

4. To
                                            the extent material, discuss any reputational harm you may face in light of the recent disruption
                                            in the crypto asset markets. For example, discuss how market conditions have affected how
                                            your business is perceived by customers, counterparties, and regulators, and whether there
                                            is a material impact on your operations or financial condition.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on page 54 of the Amended Registration Statement
to disclose how recent volatility, security breaches, manipulative practices, business failure and fraud in the cryptocurrency industry
may adversely impact Tranglo and Seamless, including their reputation with their customers, partners and other business stakeholders.

5. To
                                            the extent material, describe any actual or potential material impact to your financial condition
                                            and results of operations, or material decreases in demand for your on-demand remittance
                                            services, due to recent disruptions in the crypto asset markets and the bankruptcy of FTX,
                                            as well as the significant volatility in the price of XRP. To the extent possible, please
                                            revise to quantify the impact of any decreased demand due to the volatility of XRP, and otherwise
                                            disclose any actual or potential material impacts to your business or financial condition.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on page 54 of the Amended Registration Statement
to disclose how recent volatility, security breaches, manipulative practices, business failure and fraud in the cryptocurrency industry
may adversely impact Tranglo. The Company respectfully advises the Staff that Seamless has not to date observed any material impacts
on its financial condition or results of operations or material decrease in demand for its ODL service, and accordingly is unable to
quantify any impact of decreased demand due to volatility of XRP.

Greenberg
Traurig, LLP

www.gtlaw.com

Securities
and Exchange Commission

Office
of Trade and Services

Division
of Corporation Finance

February
13, 2023

Page
3

The
funding process used by Tranglo..., page 54

6. In
                                            response to comment 11 you disclose that you have obtained relevant approval for your existing
                                            operations that involve cryptocurrency. However, we note your response to comment 45 where
                                            you state that Seamless’ business is structured so as to not require Seamless to comply
                                            with the currently applicable cryptocurrency regulations in the jurisdictions in which it
                                            operates. Please reconcile these statements, and explain how your business is structured
                                            such that you do not have to comply with applicable cryptocurrency regulations.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on page 54 of the Amended Registration Statement
to reconcile these statements.

7. Your
                                            response to comment 11 states that you are not aware of pending regulatory changes that would
                                            prevent Ripple from continuing to provide services. Please disclose whether Ripple has obtained
                                            all required licenses and is in compliance with applicable regulations, to the extent known.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on page 54 of the Amended Registration Statement
to disclose that while we are not aware of any pending regulatory changes which would prevent our partner from continuing to provide
their services to our customers and believe it to have all relevant approvals or licenses therefor, we cannot provide any assurance in
that regard or that our partner would be able to respond to any regulatory changes in a manner which did not impact our business.

Greenberg
                                            Traurig, LLP

www.gtlaw.com

Securities
                                            and Exchange Commission

Office
of Trade and Services

Division
of Corporation Finance

February
13, 2023

Page
4

8. Revise
                                            here and in the discussion of your business to update the percentages of revenue and transactions
                                            disclosed in this risk factor to reflect contributions by any additional customers as of
                                            September 30, 2022 that use the XRP funding process.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on pages 54 and 207 of the Amended Registration
Statement to update the percentages of revenue and transactions disclosed.

INFINT’s
amended and restated memorandum and articles of association provide that the courts of the Cayman Islands..., page 76

9. Please
                                            revise your risk factor to include that the Company’s exclusive forum provision does
                                            not apply to any action or suits brought to enforce any liability or duty created by the
                                            U.S. Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
                                            amended.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on page 76 of the Amended Registration Statement
to include that the Company’s exclusive forum provision does not apply to any action or suits brought to enforce any liability
or duty created by the U.S. Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Divestitures,
page 95

10. We
                                            note your written response and revised disclosures in response to comment 20. With regard
                                            to the additional ownership in Dynamic Indonesia, please disclose the purpose of increasing
                                            Seamless’ beneficial ownership of WalletKu. In addition, please indicate whether any
                                            of the existing shareholders who will receive equity interests in TNG (Asia) Ltd., Future
                                            Network Technology Investment Co., Ltd., and GEA Holdings Limited, are affiliates of Seamless.
                                            We also note your disclosure that the divestiture is not expected to materially adversely
                                            affect the revenue derived by Seamless from its relationships with these entities. Please
                                            clarify whether these entities will continue to be customers of Tranglo following the divestitures.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on page 96 of the Amended Registration Statement
to discuss the reason for the increase in Seamless’ beneficial ownership of WalletKu, clarify that TNG Asia and GEA will remain customers
following the Divestitures, and disclose that none of the shareholders of TNG Asia, FNTI and GEA following the Divestitures will
be affiliates of Seamless with the exception of Kong King Ong Alexander.

Greenberg
                                            Traurig, LLP

www.gtlaw.com

Securities
                                            and Exchange Commission

Office
of Trade and Services

Division
of Corporation Finance

February
13, 2023

Page
5

11. Please
                                            revise the diagrams on page 97 so that they are legible. As currently presented, the font
                                            is too small to read.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on page 97 of the Amended Registration Statement
so that the diagrams are legible.

12. We
                                            note various notes to the diagrams indicating that other shareholders have interests in the
                                            entities shown. Please revise to show these holdings in the diagram as opposed to include
                                            them as notes.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on page 97 of the Amended Registration Statement
to depict the minority holdings in the diagrams instead of the notes.

13. You
                                            disclose on page 97 that you have received approval of the Hong Kong Monetary Authority to
                                            divest TNG Asia. Please disclose the date of such approval.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on page 97 of the Amended Registration Statement
to disclose that Seamless received the approval by the Hong Kong Monetary Authority to divest TNG Asia on July 14, 2022.

Background
of the Business Combination, page 102

14. We
                                            note your revisions in response to comment 22. Please further revise your disclosure to expand
                                            upon InFinT’s investment mandate, including explaining the particular mandate and how
                                            the mandate influenced the structure of the business combination. Please also include any
                                            negotiations relating to the acquisition of ownership in Dynamic Indonesia and the reasons
                                            for the increase in ownership.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on page 107 of the Amended Registration
Statement to expand disclosure regarding the Company’s investment mandate and how the mandate influenced the structure of the business
combination. In addition, the Company has revised the disclosure on page 110 of the Amended Registration Statement to include
negotiations relating to the acquisition of ownership in Dynamic Indonesia and the reasons for the increase in ownership.

Greenberg
                                            Traurig, LLP

www.gtlaw.com

Securities
                                            and Exchange Commission

Office
of Trade and Services

Division
of Corporation Finance

February
13, 2023

Page
6

15. Your
                                            disclosure on page 97 indicates that on November 29, 2022 you entered into an amendment to
                                            the Bu

United States securities and exchange commission logo
February 6, 2023
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, New York 10004
Re:InFinT Acquisition Corp
Amendment No. 1 to Registration Statement on Form S-4
Filed December 1, 2022
File No. 333-267662
Dear Alexander Edgarov:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 4, 2022 letter.
Amendment No. 1 to Form S-4 filed December 1, 2022
Cover Page
1.We note your revisions in response to comment 1.  Please revise the cover page to
disclose the conversion ratio based on the number of Seamless ordinary shares issued and
outstanding as of the most recent practicable date.  Please include this disclosure
elsewhere as appropriate.
Summary
Seamless Group Inc., page 20
2.We note your revisions in response to comment 7.  While you include the unaudited pro
forma condensed statement of operations, this does not illustrate the impact of the

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 February 6, 2023 Page 2
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
February 6, 2023
Page 2
divestitures as you do not discuss the financial position of the company before the
divestitures. Please revise to provide a discussion that illustrates how the divestitures will
impact the business and financial results on an ongoing basis.
3.Here and elsewhere that you disclose that Tranglo services transactions between more
than 20 countries in Southeast Asia, please provide context so that it is clear whether the
majority of such transactions occur in a few countries or are more evenly spread across 20
countries.  To the extent that the majority of transactions are in a few countries, please
disclose those countries.
Risk Factors, page 47
4.To the extent material, discuss any reputational harm you may face in light of the recent
disruption in the crypto asset markets.  For example, discuss how market conditions have
affected how your business is perceived by customers, counterparties, and regulators, and
whether there is a material impact on your operations or financial condition.
5.To the extent material, describe any actual or potential material impact to your financial
condition and results of operations, or material decreases in demand for your on-demand
remittance services, due to recent disruptions in the crypto asset markets and the
bankruptcy of FTX, as well as the significant volatility in the price of XRP.  To the extent
possible, please revise to quantify the impact of any decreased demand due to the
volatility of XRP, and otherwise disclose any actual or potential material impacts to your
business or financial condition.
The funding process used by Tranglo..., page 54
6.In response to comment 11 you disclose that you have obtained relevant approval for your
existing operations that involve cryptocurrency.  However, we note your response to
comment 45 where you state that Seamless’ business is structured so as to not require
Seamless to comply with the currently applicable cryptocurrency regulations in the
jurisdictions in which it operates.  Please reconcile these statements, and explain how your
business is structured such that you do not have to comply with applicable cryptocurrency
regulations.
7.Your response to comment 11 states that you are not aware of pending regulatory changes
that would prevent Ripple from continuing to provide services. Please disclose whether
Ripple has obtained all required licenses and is in compliance with applicable regulations,
to the extent known.
8.Revise here and in the discussion of your business to update the percentages of revenue
and transactions disclosed in this risk factor to reflect contributions by any additional
customers as of September 30, 2022 that use the XRP funding process.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 February 6, 2023 Page 3
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
February 6, 2023
Page 3
INFINT’s amended and restated memorandum and articles of association provide that the courts
of the Cayman Islands..., page 76
9.Please revise your risk factor to include that the Company's exclusive forum provision
does not apply to any action or suits brought to enforce any liability or duty created by the
U.S. Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended.
Divestitures, page 95
10.We note your written response and revised disclosures in response to comment 20.  With
regard to the additional ownership in Dynamic Indonesia, please disclose the purpose of
increasing Seamless’ beneficial ownership of WalletKu.  In addition, please indicate
whether any of the existing shareholders who will receive equity interests in TNG (Asia)
Ltd., Future Network Technology Investment Co., Ltd., and GEA Holdings Limited, are
affiliates of Seamless. We also note your disclosure that the divestiture is not expected to
materially adversely affect the revenue derived by Seamless from its relationships with
these entities. Please clarify whether these entities will continue to be customers of
Tranglo following the divestitures.
11.Please revise the diagrams on page 97 so that they are legible.  As currently presented, the
font is too small to read.
12.We note various notes to the diagrams indicating that other shareholders have interests in
the entities shown.  Please revise to show these holdings in the diagram as opposed to
include them as notes.
13.You disclose on page 97 that you have received approval of the Hong Kong Monetary
Authority to divest TNG Asia.  Please disclose the date of such approval.
Background of the Business Combination, page 102
14.We note your revisions in response to comment 22.  Please further revise your disclosure
to expand upon InFinT's investment mandate, including explaining the particular mandate
and how the mandate influenced the structure of the business combination. Please also
include any negotiations relating to the acquisition of ownership in Dynamic Indonesia
and the reasons for the increase in ownership.
15.Your disclosure on page 97 indicates that on November 29, 2022 you entered into an
amendment to the Business Combination Agreement to eliminate the requirement that
Seamless cause the conversion or exchange of an exchangeable bond for shares of
Seamless, and that this conversion or exchange is no longer a condition to closing.
However, it does not appear that you have included a copy of the amended Business
Combination Agreement in the registration statement.  In addition, the disclosure
throughout continues to state that prior to closing Seamless is required to cause an option
deed and related convertible bonds to be exercised, converted and exchanged.  Please

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 February 6, 2023 Page 4
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
February 6, 2023
Page 4
explain the purpose of the conversion or exchange and its impact on the business
combination, why it was originally a condition to closing, and how the amendment
entered into on November 29, 2022 altered the obligation of Seamless to exercise, convert
or exchange the option deed and convertible bonds between Seamless and Noble Tack
International Limited.  Please also explain the reason for the amendment to the Business
Combination Agreement and why the conversion or exchange is no longer a condition to
closing.
16.Please further revise your disclosure in this section to disclose what was considered and
discussed about Seamless' business plan, prospects, review of significant contracts, and
the relationship with Ripple.  Please include similar disclosure relating to Seamless'
planned growth, growth potential, and relationships with regulators that form a barrier to
entry.  We note the related disclosure on pages 31 and 32 indicating that the InFinT Board
reviewed and discussed such matters in detail.
17.Your revised disclosure states that Mr. Edgarov and Dr. Hui discussed the $310 to $500
million valuation range for Seamless, and that Dr. Hui indicated that Seamless would be
willing to accept a proposed $400 million valuation subject to further negotiation of
definitive terms an agreements.  Please revise to indicate how the parties negotiated and
agreed upon a valuation of $400 million, and indicate what additional terms the valuation
was subject to.
18.Please explain why InFinT used two different advisors (ARC and JonesTrading) to assist
in conducting the financial analysis, and in particular why InFinT management made an
informal request for JonesTrading to prepare the market update.  We also note that
InFinT's management selected the companies included in the ARC Preliminary Comp Set
and the JonesTrading Preliminary Set.  Please explain why different companies were used
for the ARC update as compared to the JonesTrading update.  Please also explain whether
ARC prepared the market update prior to InFinT formally engaging ARC as a financial
advisor and, if so, please explain why.
19.We note your response to comment 26, however it is unclear why the material prepared by
ARC or JonesTrading is not material that falls under Item 4(b) of Form S-4.  While you
note in your response that neither ARC nor JonesTrading was engaged to prepare a report,
opinion or appraisal, that the material was based on public information, and that
JonesTrading will not receive a separate fee for its assistance to management, these
factors are not relevant in determining whether a report, opinion or appraisal materially
relating to the transaction has been received from an outside party.  Based on your revised
disclosure, it appears that each of ARC and JonesTrading prepared comparable company
analyses that were used to determine the Seamless valuation.  Please provide the
information required by Item 4(b) of Form S-4 and Item 1015(b) of Regulation M-A.  In
addition, any written materials contained or used in the report, opinion or appraisal, as
well as the consent of the outside party, must be filed as exhibits to the Form S-4.  Refer
to Items 4(b) and 21(c) of Form S-4.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 February 6, 2023 Page 5
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
February 6, 2023
Page 5
20.We note your response to comment 29.  However, your disclosure on page 59 states that if
"WalletKu wishes to continue growing its business with a floating fund exceeding
IDR1,000,000,000...it may be required to restructure its ownership structure prior to
submitting the application for an e-money license to Bank Indonesia..."  Please explain
whether you plan for WalletKu to submit an application for an e-money license, or if you
plan to continue to rely on PT E2Pay Global Utama's license to conduct WalletKu's e-
money business.  To the extent that you plan to apply for a separate e-money license,
please explain any impact on your ability to acquire a majority ownership interest in
WalletKu.  Please also file your agreement with PT E2Pay Global Utama, or tell us why
you do not believe you are required to do so.
Financial Analysis, page 108
21.Please revise to disclose the underlying financial metrics of each of the comparable
companies used in both the ARC and JonesTrading analyses that was used to determine
the EBITDA Margin and Enterprise Value/Revenue for each company.  Disclose how the
multiples were used to determine valuations of $500 million and $310 million,
respectively.  Please also explain how the EBITDA margin was used in determining the
valuation of Seamless.  In addition, we note that the valuation was prepared using 2021
and 2022 estimated results, but that management determined there were no material
changes from the 2021 Estimate and 2022 Estimate that would impact the proposed
valuation.  Please explain how management made this determination given that it did not
have actual year end results for December 31, 2022.  Please also disclose the 2021 and
2022 estimated results used in preparing the analysis.
U.S. Federal Income Tax Considerations, page 111
22.We note your response to comment 34.  We also note your disclosure on page 10 stating
that holders of InFinT Class A ordinary shares and warrants will retain InFinT ordinary
shares and warrants and will not receive any consideration or any additional InFinT
ordinary shares or warrants in the business combination, and therefore there are no
material U.S. federal income taxes.  Given this statement, please tell us why you have
registered the New Seamless ordinary shares and new seamless warrants to purchase
ordinary shares.  Please also tell us the exemption you are relying upon to issue the
40,000,000 New Seamless ordinary shares to Seamless shareholders.
Unaudited Pro Forma Condensed Combined Financial Information, page 138
23.Please remove your disclosure of INFINT's initial public offering, concurrent private
placement of warrants to purchase Class A ordinary shares and payment of the offering
expenses from the first paragraph on page 138 in the introduction since those transactions
are already reflected in the historical financial statements of INFINT.  Also, please
remove the first bullet point on page 139 and the payment of deferred underwriting
commission, legal fees, and other costs incurred by INFINT in connection with the
INFINT IPO in the third bullet point on page 139.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 February 6, 2023 Page 6
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
February 6, 2023
Page 6
Strong Strategic Partnership Network, page 180
24.Refer to the How Ripple’s On-Demand Liquidity works with Tranglo graphic on page
181.  Please revise to more clearly describe to what each step relates and who fulfills it.
For example, in step 1, describe what the term prefunding request means, why there is an
FX quote if the example indicates the request is for USD 100,000, and who fulfills the
prefunding request and how.
25.We note your revised disclosure in response to comment 43.  Please revise this risk factor
as well as your discussion of your relationship with Ripple on pages 180 and 207 to
disclose that the on-demand liquidity remittance services are not available in the United
States or to U.S. persons.  Also include a detailed discussion of the know-your-customer
process that you use to prevent access in the U.S. or by U.S. persons. To the extent
material, describe any gaps your board or management have identified with respect to risk
management processes and policies in light of current crypto asset market conditions and
the volatility in the price of XRP, as well as any changes made to address those gaps.
26.Please revise to expand your related risk factor on page 54, or add a new risk factor as
appropriate, to explain the specific regulatory issues under U.S. law that could arise if
your on-demand liquidity services were accessed by U.S. persons or persons in the United
States, and the material risk that could result.  Tell us why you believe that the risk of
access by such persons is “limited.”  Ensure that your risk factor describes all material
risks you face from unauthorized or impermissible

CORRESP
1
filename1.htm

December
1, 2022

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

    Registration
    Statement on Form S-4

    Filed
    on September 30, 2022

    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 Registration Statement on Form S-4 (File No. 333-267662) (the “Registration
Statement”). An electronic version of Amendment No. 1 (“Amendment No. 1”) to the Registration Statement
has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as amended by Amendment No. 1,
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 November 4, 2022, 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.

Registration
Statement

Cover
Page

 1. Revise
                                            to disclose how you will calculate the number of shares that you will issue in exchange for
                                            each Seamless ordinary share here and elsewhere that you discuss the consideration. We note
                                            throughout the filing you state that the number of shares will be determined based on a “Payment
                                            Spreadsheet.” Provide an illustrative example of the amount of consideration payable
                                            based upon the formula that will be used in the Payment Spreadsheet, and discuss the various
                                            inputs to the formula. If the amount of shares could fluctuate, please clearly state this
                                            and, if you know in which direction the inputs are likely to fluctuate, revise to state as
                                            much and project the likely results of such fluctuations. Please also disclose the aggregate
                                            amount of the transaction consideration to be paid to holders of Seamless ordinary shares.

    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

December
                                            1, 2022

Page 2

Response:
In response to the Staff’s comment, the Company has revised the cover page and the disclosures on pages 21, 96, and 161 of the
Amended Registration Statement to describe how the number of shares that the Company will issue (the “New Seamless ordinary shares”)
in exchange for each Seamless ordinary share is calculated. As an illustrative example of the amount of consideration payable based upon
the formula that will be used in the Payment Spreadsheet, as defined in the Business Combination Agreement dated August 3, 2022, as amended
(the “Business Combination Agreement”), holders of Seamless’ ordinary shares (“Seamless Shareholders”)
are expected to receive $400,000,000 (“Seamless Value”) in aggregate consideration in the form of 40,000,000 New Seamless
ordinary shares (the “Aggregate Transaction Consideration”), which is equal to the quotient obtained by dividing the Seamless
Value by $10.00. The number of New Seamless ordinary shares each Seamless ordinary share will be converted to (the “Conversion
Rate”) equals to the quotient obtained by dividing the Aggregate Transaction Consideration by the number of issued and outstanding
Seamless ordinary shares at the merger effective time. Given that the Aggregate Transaction Consideration is 40,000,000 New Seamless
ordinary shares, based on 58,030,000 Seamless ordinary shares issued and outstanding as of June 30, 2022, the Conversion Ratio would
equal to approximately 0.6893. . The only variant to the formula discussed above is the number of Seamless ordinary shares outstanding
as of immediately prior to the merger effective time. The Conversion Rate is expected to fluctuate and is negatively related to the number
of issued and outstanding Seamless ordinary shares at the merger effective time. Assuming (i) solely for the purpose of illustration,
conversion of Seamless’ convertible bonds to ordinary shares of Seamless as of February 28, 2022, (ii) divestures of TNG Asia,
FNTI and GEA to its existing shareholders and the related buyback of Seamless ordinary shares, (iii) issuance of all shares and options
under the Seamless Incentive Plan, which shares and options have been reserved under the Seamless Incentive Plan and are a part of the
Aggregate Consideration, the Conversion Ratio would equal to 0.6547, based on 61,099,282 Seamless ordinary shares expected to be outstanding
as of that date. If the number of issued and outstanding Seamless ordinary shares increases at the merger effective time, the Conversion
Rate will decrease proportionally. The cover page and pages 21, 96, and 152 of the Amended Registration Statement have been revised to
disclose such fluctuations and their likely results and the disclosures on page 97 was further revised to provide an illustrative
example of the formula. The cover page and page(s) 21, 96, and 161 of the Amended Registration Statement have also been revised to
disclose that the aggregate amount of the transaction consideration to be paid to holders of Seamless ordinary shares will be 40,000,000
New Seamless ordinary shares.

 Greenberg Traurig, LLP

  www.gtlaw.com

    Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December
                                            1, 2022

Page 3

 2. Please
                                            revise here to state the percentage of New Seamless ordinary shares that will be held by
                                            the INFINT Acquisition public shareholders, the Seamless shareholders (aside from Alexander
                                            Kong), the Sponsor, the INFINT officers and directors, and each of EF Hutton and JonesTrading
                                            following completion of the business combination. Please indicate separately the percentage
                                            of outstanding ordinary shares that Mr. Kong, New Seamless’ chairman and chief executive
                                            officer, will own based on no redemptions and maximum redemptions. Please also disclose that
                                            Mr. Kong will have substantial influence over New Seamless’ business. Please include
                                            similar disclosure throughout the prospectus, and where you present ownership of the “initial
                                            shareholders” or the “sponsor and affiliates,” please separately present
                                            the ownership of the sponsor from the ownership of the INFINIT officers and directors. Please
                                            disclose total potential ownership interest in the combined company, assuming exercise and
                                            conversion of all securities, and make similar revisions elsewhere that you present ownership
                                            amounts, such as on page 26. Please also tell us whether the potential ownership interests
                                            disclosed throughout take into consideration the conversion by Seamless of certain convertible
                                            bonds and option deeds that are required as a condition to closing the transaction.

Response:
In response to the Staff’s comment, the Company has revised the cover page and the disclosures on page(s) 26-28 of the Amended
Registration Statement to disclose the percentage of New Seamless ordinary shares that will be held by the Company’s public shareholders,
the Sponsor, each of EF Hutton and JonesTrading, Seamless shareholders (excluding Alexander Kong) and Alexander Kong separately following
completion of the Business Combination. The cover page and pages 28 and 87 of the Amended Registration Statement have also been revised
to disclose Mr. Kong’s percentage ownership based on maximum redemptions by the Company’s shareholders and to disclose that
Mr. Kong will have substantial influence over New Seamless’ business. Page 28 of the Amended Registration Statement has been revised
to disclose total potential ownership interest of each of the parties described above in the combined company, assuming exercise and
conversion of all securities. In addition, the Company has added disclosures on page 27 to clarify that the Company’s directors
and officers have pecuniary interests in the Company’s ordinary shares held by the Sponsor through their ownership interests in
the Sponsor. The Company respectfully advises the Staff that the Company’s directors and officers do not hold any shares of the
Company directly.

The
Company also confirms that the potential ownership interests disclosed throughout the Amended Registration Statement do not take into
consideration the conversion by Seamless of certain convertible bonds and option deeds that are required as a condition to closing of
the Business Combination and have clarified the disclosures on pages 28 and 238 to indicate the same.

 3. We
                                            note here in several places in your filing that you state that 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. Please describe
                                            any consideration provided in exchange for this agreement.

 Greenberg Traurig, LLP

  www.gtlaw.com

    Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December
                                            1, 2022

Page 4

Response:
In response to the Staff’s comment, the Company respectfully advises that its Sponsor, certain advisor transferees, officers and
directors and EF Hutton as a holder of representative shares have entered into a letter agreement with the Company, pursuant to which
they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection
with the completion of the Company’s initial business combination. No separate consideration was provided in exchange for the agreement
not to exercise their redemption rights. Rather, this agreement was part of the overall terms agreed to by such shareholders in connection
with the Business Combination.

What
vote is required to approve each proposal..., page 11

 4. Revise
                                            to quantify the amount of the vote needed by the INFINT public shareholders to approve each
                                            proposal presented.

Response:
In response to the Staff’s comment, the Company has revised the disclosures in the Questions and Answers on pages 11 and 12 of the Amended Registration Statement to quantify the amount of the vote needed by the Company’s public shareholders to approve
each proposal presented therein.

Does
the Sponsor and/or any of the other initial shareholders..., page 12

 5. In
                                            each place where you discuss the interests of your sponsor and officers and directors, please
                                            include and quantify any loans extended, fees due, and out-of-pocket expenses for which the
                                            sponsor and its affiliates are awaiting reimbursement. Please also quantify the deferred
                                            underwriting commission that Eric Weinstein will receive upon closing of the Business Combination.

Response:
The Company respectfully advises the Staff that the Company’s Sponsor and officers and directors did not have any loans extended
or fees due and only had a de minimis amount of $3,936.02 out-of-pocket expenses for which the Sponsor and its affiliates were eligible
for reimbursement as of September 30, 2022. In response to the Staff’s comment, the Company has revised the disclosures on pages
13, 69, and 101 of the Amended Registration Statement to clarify that the Company’s Sponsor and officers and directors may
have amounts due for reimbursement. The Company also revised the disclosure to indicate the total amount of the deferred underwriting
commission that JonesTrading is entitled to receive upon closing of the Business Combination and to clarify that Mr. Weinstein’s
compensation as the Managing Director of JonesTrading is not related or based on the consummation of the Business Combination or to the
amount of deferred underwriting commission that would be payable to JonesTrading upon the consummation of the Business Combination.

 Greenberg Traurig, LLP

  www.gtlaw.com

    Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December
                                            1, 2022

Page 5

How
do I exercise my redemption rights?, page 14

 6. We
                                            note your disclosure, “Holders of units must elect to separate the underlying public
                                            shares and warrants prior to exercising redemption rights with respect to the public shares.”
                                            Please clearly disclose whether redeeming shareholders will be able to retain their warrants.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on page(s) 15 of the Amended Registration Statement
to discuss redeeming shareholders’ ability to retain their warrants in the Question and Answer titled “If I exercise my
redemption rights, would I be able to retain my warrants?”

Summary

Seamless
Group Inc., page 20

 7. Please
                                            balance your disclosure in the prospectus summary overview by explaining how the structure
                                            of Seamless will change after completion of the business combination. In an appropriate place
                                            in your prospectus please include structure charts showing the ownership of INFINT and Seamless
                                            (including the ownership of the operating subsidiaries of Seamless) prior to the business
                                            combination, an intermediate chart showing the reorganization, and a post-business combination
                                            chart showing the ownership of each entity. Please also disclose year-over-year revenue and
                                            net income/loss and indicate how the rest

United States securities and exchange commission logo
November 4, 2022
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, New York 10004
Re:InFinT Acquisition Corp
Registration Statement on Form S-4
Filed September 30, 2022
File No. 333-267662
Dear Alexander Edgarov:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed September 30, 2022
Cover Page
1.Revise to disclose how you will calculate the number of shares that you will issue in
exchange for each Seamless ordinary share here and elsewhere that you discuss the
consideration.  We note throughout the filing you state that the number of shares will be
determined based on a "Payment Spreadsheet."  Provide an illustrative example of the
amount of consideration payable based upon the formula that will be used in the Payment
Spreadsheet, and discuss the various inputs to the formula. If the amount of shares could
fluctuate, please clearly state this and, if you know in which direction the inputs are likely
to fluctuate, revise to state as much and project the likely results of such
fluctuations. Please also disclose the aggregate amount of the transaction consideration to
be paid to holders of Seamless ordinary shares.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 November 4, 2022 Page 2
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
November 4, 2022
Page 2
2.Please revise here to state the percentage of New Seamless ordinary shares that will be
held by the INFINT Acquisition public shareholders, the Seamless shareholders (aside
from Alexander Kong), the Sponsor, the INFINT officers and directors, and each of EF
Hutton and JonesTrading following completion of the business combination. Please
indicate separately the percentage of outstanding ordinary shares that Mr. Kong, New
Seamless' chairman and chief executive officer, will own based on no redemptions and
maximum redemptions.  Please also disclose that Mr. Kong will have substantial influence
over New Seamless' business.  Please include similar disclosure throughout the
prospectus, and where you present ownership of the "initial shareholders" or the "sponsor
and affiliates," please separately present the ownership of the sponsor from the ownership
of the INFINIT officers and directors. Please disclose total potential ownership interest in
the combined company, assuming exercise and conversion of all securities, and make
similar revisions elsewhere that you present ownership amounts, such as on page 26.
Please also tell us whether the potential ownership interests disclosed throughout take into
consideration the conversion by Seamless of certain convertible bonds and option deeds
that are required as a condition to closing the transaction.
3.We note here in several places in your filing that you state that 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.
Please describe any consideration provided in exchange for this agreement.
What vote is required to approve each proposal..., page 11
4.Revise to quantify the amount of the vote needed by the INFINT public shareholders to
approve each proposal presented.
Does the Sponsor and/or any of the other initial shareholders..., page 12
5.In each place where you discuss the interests of your sponsor and officers and directors,
please include and quantify any loans extended, fees due, and out-of-pocket expenses for
which the sponsor and its affiliates are awaiting reimbursement. Please also quantify the
deferred underwriting commission that Eric Weinstein will receive upon closing of the
Business Combination.
How do I exercise my redemption rights?, page 14
6.We note your disclosure, "Holders of units must elect to separate the underlying public
shares and warrants prior to exercising redemption rights with respect to the public
shares."  Please clearly disclose whether redeeming shareholders will be able to retain
their warrants.
Summary
Seamless Group Inc., page 20
7.Please balance your disclosure in the prospectus summary overview by explaining how

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 November 4, 2022 Page 3
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
November 4, 2022
Page 3
the structure of Seamless will change after completion of the business combination. In an
appropriate place in your prospectus please include structure charts showing the
ownership of INFINT and Seamless (including the ownership of the operating subsidiaries
of Seamless) prior to the business combination, an intermediate chart showing the
reorganization, and a post-business combination chart showing the ownership of each
entity. Please also disclose year-over-year revenue and net income/loss and indicate how
the restructuring of Seamless will impact your revenue and results of operations going
forward. Please also discuss the auditor’s going concern opinion in the summary.
8.Seamless' financial statements indicate that it generated revenue from three countries
(Hong Kong, Malaysia, and Indonesia). Please disclose this here and elsewhere that you
discuss the geographic reach of Seamless' current business. Given that it appears Seamless
generates revenue from three countries, tell us why you describe Seamless as operating
throughout Southeast Asia, and what it means that Tranglo has built an extensive payout
network across more than 20 countries. Please also disclose the basis on which Seamless
is a leading operator of global money transfer services in Southeast Asia (ex: number of
transactions, total value of transactions, etc.).
Divestitures, page 22
9.Please explain the exemption from registration relied upon by Seamless for the
divestitures of its equity interests in TNG Asia, Future Network Technology Investment,
and GEA Holdings Limited.
Risk Factors, page 47
10.We note that the Amended and Restated Memorandum and Articles of Association
identifies the courts of the Cayman Islands as the exclusive forum for certain litigation,
including any "derivative action."  Please include clear and prominent disclosure
describing the provision and include risk factor disclosure noting that risks may include,
but are not limited to, increased costs to bring a claim and that these provisions can
discourage claims or limit investors' ability to bring a claim in a judicial forum that they
find favorable. Please also disclose any uncertainty about enforceability.
The funding process used by certain customers of Tranglo, page 54
11.You disclose that the funding process used by certain Tranglo customers relies on
cryptocurrency issued by one of your strategic partners, and that if your partner is not
allowed to continue to provide their services due to regulatory changes or if it fails to
obtain required licenses or comply with applicable regulations, it could impact your
business, financial condition and results of operations.  Please identify the specific
"strategic partner" and the "cryptocurrency." Please describe here and elsewhere as
appropriate which Tranglo customers rely on the funding process which utilizes
cryptocurrency (ex: businesses or individuals), and indicate which jurisdictions regulate
the cryptocurrency transactions that are part of your remittance operations.  Revise the

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 November 4, 2022 Page 4
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
November 4, 2022
Page 4
risk factor to disclose the extent of your dependence on this strategic partner, including, to
the extent possible, quantifying its contribution to revenues and volume of transactions.
Disclose whether you are required to obtain any licenses or comply with applicable
regulations in order to use the strategic partners' cryptocurrency funding services. Also
disclose whether you or your strategic partner are aware of any potential regulatory
changes that could impact the operations of this partner, and the strategic partners' ability
to comply with applicable regulations or obtain required licenses particularly as it relates
to the use of cryptocurrency and the evolving regulatory landscape.
Changes in the economic, political or social condition..., page 61
12.We note your risk factor indicating that inflation may adversely affect your business,
financial condition and results of operations. Please update this risk factor if recent
inflationary pressures have materially impacted your operations. In this regard, identify
the types of inflationary pressures you are facing and how your business has been
affected.
We conduct money transfer transactions through agents..., page 61
13.You state in your risk factor heading that you conduct money transfer transactions through
agents in some regions that, in a limited number of cases, are subject to certain OFAC
restrictions.  Please describe, to the extent material, the transactions and the potential for
reputational or financial harm to your business and financial condition.

The ability of our subsidiaries in certain countries..., page 64
14.Please discuss any specific restrictions on the ability of your subsidiaries to distribute
dividends to you that have or could materially impact your financial condition.
We may fail to obtain, maintain or renew requisite licenses..., page 66
15.Please disclose whether you believe that you currently have all material licenses and
approvals necessary to conduct your business.
The consummation of the Business Combination is subject to a number of conditions..., page 67
16.Please revise this risk factor to discuss any material risks that certain conditions to closing,
such as the Divestitures, the acquisition of an additional interest in Dynamic Indonesia, or
the relocation of the headquarters, may not be able to be completed prior to closing.  To
the extent that regulatory approval or licenses are needed to complete these conditions to
closing, please describe such approvals or licenses, and discuss this elsewhere as
appropriate, including the status of such approvals or licenses.
Activities taken by INFINT's shareholders, page 76
17.Confirm your intent to comply, and revise your disclosure accordingly, with the

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 November 4, 2022 Page 5
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
November 4, 2022
Page 5
conditions set forth in the Compliance and Disclosure Interpretation located at Question
166.01 of the Tender Offers and Schedules interpretations.
New Seamless may redeem unexpired Public Warrants..., page 84
18.Please highlight the material differences between the public warrants and the private
warrants.  Please also clarify whether recent common stock trading prices exceed the
threshold that would allow the company to redeem public warrants, and clearly explain
the steps, if any, the company will take to notify all shareholders, including beneficial
owners, regarding when the warrants become eligible for redemption.
New Seamless' corporate actions will be substantially..., page 87
19.You disclose that Mr. Kong will beneficially own 40.1% of the issued and outstanding
ordinary shares of New Seamless.  However, the beneficial ownership table on page 230
indicates that he may own as much as 56.5% depending on the number of redemptions.
Please revise accordingly.
Proposal 1- The Business Combination Proposal, page 95
20.Please disclose in detail the purpose of, and the plans to implement, the
divestitures, headquarters relocation, and additional ownership in Dynamic
Indonesia. Please indicate whether the equity interests in TNG (Asia), Future Network
Technology, and GEA Holdings will be transferred to non-affiliates of Seamless, and
explain whether Seamless will maintain any relationships with such entities.  Please
discuss in appropriate places in your prospectus the impact of the divestitures on the
continuing operations of New Seamless. We note the disclosure on page 192 indicating
that both TNG Asia and GEA are customers of Tranglo. Similarly, please explain the
process for Seamless to relocate its headquarters from Hong Kong to another jurisdiction,
and indicate whether it is definite that the new headquarters will be in Singapore.  Please
file any related agreements as exhibits to the registration statement, such as the put option
agreement relating to acquisition of the shares of Dynamic Indonesia.  Please also disclose
the material terms of such agreements, such as the consideration to be paid by Seamless to
exercise the put option.
21.Please revise to indicate that the acquisition of ownership shares in Dynamic Indonesia is
also a condition to closing.  Please also disclose which third party consents are conditions
to closing.  Please indicate which conditions to closing may be waived, and by which
party.
Background of the Business Combination, page 102
22.Please revise your disclosure in this section to include negotiations and discussions
relating to material terms of the transaction including, but not limited to, the required
divestitures, headquarter relocation, conversion of certain convertible bonds and option
deeds, the control position held by Mr. Kong in New Seamless, the acquisition of an

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 November 4, 2022 Page 6
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
November 4, 2022
Page 6
ownership in Dynamic Indonesia, and structuring the business combination to comply
with INFINT's investment mandate.  Please ensure that your disclosure explains the
reasons for each of these terms as well as the discussions surrounding such terms, the
positions of the parties, and how the parties agreed to the final terms.
23.Please revise to more clearly identify each person in attendance at each meeting.  For
example, when you disclose that INFINT or Seamless performed certain tasks or attended
certain meetings, please identify the individuals to whom you refer.  Similarly, when you
say that management held meetings with third-party advisors, please name such advisors.
24.Expand your disclosure to provide additional detail about the other acquisition candidate
to whom you sent a draft letter of intent.  Please include the details of any negotiations or
agreements that took place with this candidate, and the deal economics that resulted in the
target deciding not to pursue a business combination with INFINT.
25.You note that ARC Group introduced Seamless as a potential business combination target
to INFINT's management.  Please disclose the connection or relationship between ARC
Group and Seamless and the reason that Seamless was interested in the transaction at this
time.  To the extent that there were any connections or relationships between INFINT and
Seamless, please disclose them.
26.We note disclosure that ARC is acting as your financial advisor in connection with the
business combination and that ARC participated in meetings to discuss valuation.
Similarly, you disclose that JonesTrading also assisted in financial analyses to assess the
potential valuation. Revise to elaborate upon JonesTrading's and ARC's roles as financial
advisor and clarify whether ARC or JonesTradi

CORRESP
1
filename1.htm

INFINT
ACQUISITION CORPORATION

32
Broadway, Suite 401

New
York, NY 10004

VIA
EDGAR

November
16, 2021

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street NE

Washington,
DC 20549

 Attention:

    Re:
    InFinT
    Acquisition Corporation

    Registration
    Statement on Form S-1

    File
    No. 333-256310

Acceleration
Request

    Requested
    Date:
    November
    18, 2021

    Requested
    Time:
    4:00
    p.m. Eastern Time (or as soon thereafter as practicable)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the
above-referenced Registration Statement on Form S-1 to become effective on November 18, 2021 at 4:00 p.m. Eastern Time, or as
soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.
The Registrant hereby authorizes K&L Gates LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The
Registrant requests that it be notified of such effectiveness by a telephone call to our counsel, K&L Gates LLP, by calling Mr. Matthew
Ogurick at (212) 536-4085.

    Sincerely,

    InFinT
    Acquisition Corporation

    By:
    /s/
    Alexander Edgarov

    Alexander
    Edgarov

    Chief
    Executive Officer

    cc:
    Matthew
    Ogurick, Esq., K&L Gates LLP

CORRESP
1
filename1.htm

November
16, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    InFinT
    Acquisition Corp. (the “Company”)

    Registration
    Statement on Form F-1

    File
    No. 333-256310

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as the representative of the
several underwriters of the Company’s proposed public offering, we wish to advise you that we hereby join with the Company’s
request that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective
at 4:00pm EST on November 18, 2021, or as soon thereafter as is practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed 450 copies of the preliminary prospectus, dated November 2,
2021, through the date hereof, to prospective underwriters, institutional investors, dealers and others.

We,
the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed
by the participating underwriters and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

    Very
    truly yours,

    EF
    HUTTON,

    division
    of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

InFinT
Acquisition Corporation

32
Broadway, Suite 401

New
York, NY 10004

November
9, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F. Street, N.W.

Mail
Stop 6010/3561

Washington,
DC 20549

    Attention:
    Jenifer
    Gallagher, Staff Accountant

    Karl
    Hiller, Accounting Branch Chief

    Timothy
    S. Levenberg, Special Counsel

    Loan
    Lauren Nguyen, Legal Branch Chief

    RE:
    Amendment
    No. 4 to Registration Statement on Form S-1 Filed November 3, 2021

    File
    No. 333-256310

Dear
Staff:

InFinT
Acquisition Corporation (the “Company”) confirms receipt of the letter dated November 9, 2021 from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced
filing. We are responding to the Staff’s comments as set forth below. The Staff’s comments are set forth below, followed
by the Company’s response in bold:

Amendment
No. 4 to Registration Statement on Form S-1

Exhibits

1.
As previously requested, please have counsel revise the legal opinion at Exhibit 5.2 to remove the language at Section 7.1 suggesting
that reliance on the opinion is limited except as permitted by Section 7.2. In this regard, we note that Section 7.2 is narrowly focused,
and does not appear to contemplate reliance by investors in this offering. Please remove the limitations on reliance or advise. Refer
to Staff Legal Bulletin No. 19, Part II.B.3.d for guidance.

RESPONSE:
The Company has filed counsel’s revised opinion as Exhibit 5.2 to Amendment No. 5 in response to the Staff’s comment above.

We
trust that this response satisfactorily responds to your request. Should you require further information, please contact our legal counsel
Matthew Ogurick at (212) 536-4085.

    Very
    truly yours,

    /s/
    Alexander Edgarov

    Alexander
    Edgarov

    Chief
    Executive Officer

cc:
Matthew Ogurick, Esq.

United States securities and exchange commission logo
November 9, 2021
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, NY 10004
Re:InFinT Acquisition Corp
Amendment No. 4 to Registration Statement on Form S-1
Filed November 3, 2021
File No. 333-256310
Dear Mr. Edgarov:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1 filed November 3, 2021
Exhibits
1.As previously requested, please have counsel revise the legal opinion at Exhibit 5.2 to
remove the language at Section 7.1 suggesting that reliance on the opinion is limited
except as permitted by Section 7.2. In this regard, we note that Section 7.2 is narrowly
focused, and does not appear to contemplate reliance by investors in this offering. Please
remove the limitations on reliance or advise.  Refer to Staff Legal Bulletin No. 19, Part
II.B.3.d for guidance.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 November 9, 2021 Page 2
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
November 9, 2021
Page 2
            You may contact Jenifer Gallagher, Staff Accountant, at 202-551-3706 or Karl Hiller,
Accounting Branch Chief, at 202-551-3686 if you have questions regarding comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick

CORRESP
1
filename1.htm

InFinT
Acquisition Corp

32
Broadway, Suite 401

New
York, NY 10004

November
2, 2021

VIA
EDGAR and FACSIMILE

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F. Street, N.W.

Mail
Stop 6010/3561

Washington,
DC 20549

    Attention:

    Jenifer
    Gallagher, Staff Accountant

    Karl
    Hiller, Accounting Branch Chief

    Timothy
    S. Levenberg, Special Counsel

    Loan
    Lauren Nguyen, Legal Branch Chief

    RE:

    Amendment
    No. 3 to Registration Statement on Form S-1 Filed October 20, 2021

    File
    No. 333-256310 (the “Registration Statement”)

Dear
Mr. Levenberg:

InFinT
Acquisition Corp, (the “Company”) confirms receipt of the letter dated October 29, 2021 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing. We are responding
to the Staff’s comments as set forth below. The Staff’s comments are set forth below, followed by the Company’s response
in bold:

Amendment
No. 3 to Registration Statement on Form S-1

Cover
Page

    1.
    We
    note the disclosure that you are focused on "financial software and information services companies operating at the intersection
    of the financial and business services sectors, generally headquartered in North America, Asia, Latin America, Europe and Israel."
    We further note that Mr. Edgarov serves your CEO and director and beneficially owns as much as 92% of your outstanding ordinary shares
    as one of two managers of your sponsor. Mr. Edgarov has significant ties to China, as does Mr. Chen and Mr. Wang, directors and founders
    of your sponsor. Additionally, you disclose that Mr. Wang brings to the Company "vast experience in the investment space and
    M&A area, as well as a deep understanding of the mechanics of Chinese investment market." Please disclose these ties prominently
    on the prospectus cover page and clarify whether your Chairman Weinstein's business experience with Asia includes China. Your disclosure
    also should describe the legal and operational risks associated with being based in or acquiring a company that does business in
    China. Your disclosure should make clear whether these risks could result in a material change in your or the target company’s
    post- combination operations and/or the value of your ordinary shares or could significantly limit or completely hinder your ability
    to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
    Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to
    the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s ability
    to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus summary should
    address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

RESPONSE:

We
have revised Amendment No. 4 to the Registration Statement (the “Amendment”) throughout, where appropriate, to disclose prominently
the ties that Mr. Edgarov, Mr. Chen and Mr. Weinstein have and have had with China and Hong Kong. We have accepted the amicable resignation
of Guangshan Wang as a director, and have revised our disclosures in the Amendment accordingly.

The
Company has also revised its disclosure throughout the Amendment to make clear that, notwithstanding such ties, the Company (including
our sponsor) conducts all of its operations in the United States, and we have no intention of ever conducting our principal operations
in, or acquiring any business that is based in, or which does business in, China or Hong Kong or which uses, or may use, a variable interest
entity structure to conduct China-based Operations.

As
a result, we do not believe that additional disclosures with respect to legal and operational risks relating to China are applicable
to the Company.

Summary,
page 5

    2.
    To
    the extent that you may be seeking to acquire a company that uses or may use a variable interest entity structure to conduct China-based
    operations, please describe what that organizational structure would entail. Explain that the entity in which investors may hold
    their interest may not be the entity or entities through which the company’s operations may be conducted in China after the
    business combination. Discuss how this type of corporate structure may affect investors and the value of their investment, including
    how and why the contractual arrangements may be less effective than direct ownership and that the company may incur substantial costs
    to enforce the terms of the arrangements. Disclose the uncertainties regarding the status of the rights of a holding company with
    respect to its contractual arrangements with a VIE, its founders and owners and the challenges the company may face enforcing these
    contractual agreements due to uncertainties under Chinese law and jurisdictional limits.

RESPONSE:

As
described in our response to Comment 1 herein, the Company (including our sponsor) conducts all of its operations in the United States,
and we have no intention of ever conducting our principal operations in, or acquiring any business that is based in, or which does business
in, China or Hong Kong or which uses, or may use, a variable interest entity structure to conduct China-based Operations, and therefore
we respectfully submit that such additional disclosure is not applicable to the Company.

    3.
    In
    your summary of risk factors, disclose the risks that being based in or acquiring a company whose corporate structure or whose operations
    in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross- references
    to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal
    system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can
    change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at
    any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could
    result in a material change in your operations and/or the value of your ordinary shares. Acknowledge any risks that any actions by
    the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in
    China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors
    and cause the value of such securities to significantly decline or be worthless.

RESPONSE:

As
described in our response to Comment 1 herein, the Company (including our sponsor) conducts all of its operations in the United States,
and we have no intention of ever conducting our principal operations in, or acquiring any business that is based in, or which does business
in, China or Hong Kong or which uses, or may use, a variable interest entity structure to conduct China-based Operations, and therefore
we respectfully submit that such additional disclosure is not applicable to the Company.

    4.
    Disclose
    each permission that you are required to obtain from Chinese authorities to operate and issue these securities to foreign investors.
    State affirmatively whether you have received all requisite permissions and whether any permissions have been denied.

RESPONSE:

As
described in our response to Comment 1 herein, the Company (including our sponsor) conducts all of its operations in the United States,
and we have no intention of ever conducting our principal operations in, or acquiring any business that is based in, or which does business
in, China or Hong Kong or which uses, or may use, a variable interest entity structure to conduct China-based Operations, and therefore
we respectfully submit that such additional disclosure is not applicable to the Company.

5. Provide
                                            a clear description of how cash will be transferred through the post-combination organization
                                            if you acquire a company based in China. Describe any restrictions on foreign exchange and
                                            your ability to transfer cash between entities, across borders, and to U.S. investors that
                                            may apply after a business combination with a company based in China. Describe any restrictions
                                            and limitations on your ability to distribute earnings from your businesses, including subsidiaries
                                            and/or consolidated VIEs, to the parent company and U.S. investors as well as the ability
                                            to settle amounts owed under the VIE agreements.

RESPONSE:

As
described in our response to Comment 1 herein, the Company (including our sponsor) conducts all of its operations in the United States,
and we have no intention of ever conducting our principal operations in, or acquiring any business that is based in, or which does business
in, China or Hong Kong or which uses, or may use, a variable interest entity structure to conduct China-based Operations, and therefore
we respectfully submit that such additional disclosure is not applicable to the Company.

 6. Disclose
                                            that trading in your securities may be prohibited under the Holding Foreign Companies Accountable
                                            Act if the PCAOB determines that it cannot inspect or fully investigate the auditor of a
                                            company you may target for an initial business combination, and that as a result an exchange
                                            may determine to delist your securities. Please also revise to disclose that in June 2021,
                                            the Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if signed
                                            into law, would reduce the time period for the delisting of foreign companies under the HFCAA
                                            to two consecutive years, instead of three years.

RESPONSE:

As
reflected on the PCAOB's website, the PCAOB is currently unable to inspect or investigate accounting firms due to a position of the local
authority in only two jurisdictions: China and Hong Kong. As described in our response to Comment 1 herein, the Company (including our
sponsor) conducts all of its operations in the United States, and we have no intention of ever conducting our principal operations in,
or acquiring any business that is based in, or which does business in, China or Hong Kong or which uses, or may use, a variable interest
entity structure to conduct China-based Operations, and therefore we respectfully submit that such additional disclosure is not applicable
to the Company.

Risk
Factors, page 40

 7. To
                                            the extent that you may acquire a company that uses or may use a variable interest entity
                                            structure to conduct China-based operations, please revise your risk factors to acknowledge
                                            that if the PRC government determines that the contractual arrangements constituting part
                                            of your VIE structure do not comply with PRC regulations, or if these regulations change
                                            or are interpreted differently in the future, your shares may decline in value or be worthless
                                            if you are unable to assert your contractual control rights over the assets of your PRC subsidiaries
                                            that may conduct all or substantially all of your operations.

RESPONSE:

As
described in our response to Comment 1 herein, the Company (including our sponsor) conducts all of its operations in the United States,
and we have no intention of ever conducting our principal operations in, or acquiring any business that is based in, or which does business
in, China or Hong Kong or which uses, or may use, a variable interest entity structure to conduct China-based Operations, and therefore
we respectfully submit that such additional disclosure is not applicable to the Company.

 8. Please
                                            expand your risk factor disclosure to address specifically any PRC regulations concerning
                                            mergers and acquisitions by foreign investors that your initial business combination transaction
                                            may be subject to, including PRC regulatory reviews, which may impact your ability to complete
                                            a business combination in the prescribed time period.

RESPONSE:

As
described in our response to Comment 1 herein, the Company (including our sponsor) conducts all of its operations in the United States,
and we have no intention of ever conducting our principal operations in, or acquiring any business that is based in, or which does business
in, China or Hong Kong or which uses, or may use, a variable interest entity structure to conduct China-based Operations, and therefore
we respectfully submit that such additional disclosure is not applicable to the Company.

 9. Given
                                            the Chinese government’s significant oversight and discretion over the conduct of the
                                            business of any China-based company that you may target for an initial business combination,
                                            please revise to separately highlight the risk that the Chinese government may intervene
                                            or influence your operations at any time, which could result in a material change in your
                                            operations and/or the value of your ordinary shares. Also, given recent statements by the
                                            Chinese government indicating an intent to exert more oversight and control over offerings
                                            that are conducted overseas and/or foreign investment in China-based issuers, acknowledge
                                            the risk that any such action could significantly limit or completely hinder your ability
                                            to offer or continue to offer securities to investors and cause the value of such securities
                                            to significantly decline or be worthless.

RESPONSE:

As
described in our response to Comment 1 herein, the Company (including our sponsor) conducts all of its operations in the United States,
and we have no intention of ever conducting our principal operations in, or acquiring any business that is based in, or which does business
in, China or Hong Kong or which uses, or may use, a variable interest entity structure to conduct China-based Operations, and therefore
we respectfully submit that such additional disclosure is not applicable to the Company.

 10. In
                                            light of recent events indicating greater oversight by the Cyberspace Administration of China
                                            over data

United States securities and exchange commission logo
October 29, 2021
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, NY 10004
Re:InFinT Acquisition Corp
Amendment No. 3 to Registration Statement on Form S-1
Filed October 20, 2021
File No. 333-256310
Dear Mr. Edgarov:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
Cover Page
1.We note the disclosure that you are focused on "financial software and information
services companies operating at the intersection of the financial and business services
sectors, generally headquartered in North America, Asia, Latin America, Europe and
Israel."  We further note that Mr. Edgarov serves your CEO and director and beneficially
owns as much as 92% of your outstanding ordinary shares as one of two managers of your
sponsor.  Mr. Edgarov has significant ties to China, as does Mr. Chen and Mr. Wang,
directors and founders of your sponsor.  Additionally, you disclose that Mr. Wang brings
to the Company "vast experience in the investment space and M&A area, as well as a
deep understanding of the mechanics of Chinese investment market." Please disclose these
ties prominently on the prospectus cover page and clarify whether your

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 October 29, 2021 Page 2
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
October 29, 2021
Page 2
Chairman Weinstein's business experience with Asia includes China.  Your disclosure
also should describe the legal and operational risks associated with being based in or
acquiring a company that does business in China.  Your disclosure should make clear
whether these risks could result in a material change in your or the target company’s post-
combination operations and/or the value of your ordinary shares or could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.  Your
disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, has or may impact the company’s ability to conduct its
business, accept foreign investments, or list on an U.S. or other foreign exchange.  Your
prospectus summary should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page.
Summary, page 5
2.To the extent that you may be seeking to acquire a company that uses or may use a
variable interest entity structure to conduct China-based operations, please describe what
that organizational structure would entail.  Explain that the entity in which investors may
hold their interest may not be the entity or entities through which the company’s
operations may be conducted in China after the business combination.  Discuss how this
type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements.  Disclose the uncertainties regarding the status of the rights of a holding
company with respect to its contractual arrangements with a VIE, its founders and owners
and the challenges the company may face enforcing these contractual agreements due to
uncertainties under Chinese law and jurisdictional limits.
3.In your summary of risk factors, disclose the risks that being based in or acquiring a
company whose corporate structure or whose operations in China poses to investors.  In
particular, describe the significant regulatory, liquidity, and enforcement risks with cross-
references to the more detailed discussion of these risks in the prospectus.  For example,
specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China
can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of your ordinary
shares.  Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 October 29, 2021 Page 3
 FirstName LastNameAlexander Edgarov
InFinT Acquisition Corp
October 29, 2021
Page 3
4.Disclose each permission that you are required to obtain from Chinese authorities to
operate and issue these securities to foreign investors.  State affirmatively whether you
have received all requisite permissions and whether any permissions have been denied.
5.Provide a clear description of how cash will be transferred through the post-combination
organization if you acquire a company based in China.  Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors that may apply after a business combination with a company based in
China.  Describe any restrictions and limitations on your ability to distribute earnings
from your businesses, including subsidiaries and/or consolidated VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements.
6.Disclose that trading in your securities may be prohibited under the Holding
Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or
fully investigate the auditor of a company you may target for an initial business
combination, and that as a result an exchange may determine to delist your securities.
Please also revise to disclose that in June 2021, the Senate passed the Accelerating
Holding Foreign Companies Accountable Act,  which, if signed into law, would reduce
the time period for the delisting of foreign companies under the HFCAA to two
consecutive years, instead of three years.
Risk Factors, page 40
7.To the extent that you may acquire a company that uses or may use a variable interest
entity structure to conduct China-based operations, please revise your risk factors to
acknowledge that if the PRC government determines that the contractual arrangements
constituting part of your VIE structure do not comply with PRC regulations, or if these
regulations change or are interpreted differently in the future, your shares may decline in
value or be worthless if you are unable to assert your contractual control rights over the
assets of your PRC subsidiaries that may conduct all or substantially all of your
operations.
8.Please expand your risk factor disclosure to address specifically any PRC regulations
concerning mergers and acquisitions by foreign investors that your initial business
combination transaction may be subject to, including PRC regulatory reviews, which may
impact your ability to complete a business combination in the prescribed time period.
9.Given the Chinese government’s significant oversight and discretion over the conduct of
the business of any China-based company that you may target for an initial business
combination, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your ordinary shares.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 October 29, 2021 Page 4
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
October 29, 2021
Page 4
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
10.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight could impact the process of
searching for a target and completing an initial business combination, and/or your
business on a post-combination basis.  Also, please disclose any uncertainty
regarding whether a China-based target in the financial technology sector, including the
"sub-sectors" you reference at page 6 (Banking & Payments; Capital Markets; Data
& Analytics; Insurance; and Investment Management), potentially would be considered an
operator of critical information infrastructure.
            You may contact Jenifer Gallagher, Staff Accountant, at 202-551-3706 or Karl Hiller,
Accounting Branch Chief, at 202-551-3686 if you have questions regarding comments on the
financial statements and related matters. Please contact Timothy S. Levenberg, Special Counsel,
at 202-551-3707 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick, of K&L Gates

CORRESP
1
filename1.htm

InFinT
Acquisition Corporation

[32
Broadway, Suite 401

New
York NY 10004]

July
13, 2021

VIA
EDGAR and FACSIMILE

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F. Street, N.W.

Mail
Stop 6010/3561

Washington,
DC 20549

    Attention:

    Timothy
    Collins, Staff Attorney

    Re:

    InFinT
    Acquisition Corporation

    Registration
    Statement on Form S-1

    Filed
    May 20, 2021

    File
    No. 333-256310

Dear
Mr. Collins:

InFinT
Acquisition Corporation (the “Company”) confirms receipt of the letter dated June 16, 2021 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing. We are responding
to the Staff’s comments as set forth below. The Staff’s comments are set forth below, followed by the Company’s response
in bold:

1. In
                                            this section and elsewhere, you discuss the circumstances in which you would obtain a fairness
                                            opinion from an “independent investment banking firm.” In risk factor disclosure
                                            at page 48, you state “If no opinion is obtained, our shareholders will be relying
                                            on the judgment of our board of directors.” On the other hand, you refer at page 95
                                            and elsewhere to an opinion “from an independent investment banking firm or an independent
                                            valuation or appraisal firm” with respect to “the 80% of net assets test”
                                            you describe. With regard to that opinion, you state that “Our shareholders may not
                                            be provided with a copy of such opinion nor will they be able to rely on such opinion.”
                                            Please revise disclosure throughout the prospectus to explain the differences between these
                                            two potential opinions and to clearly distinguish between them.

In
response to the Staff’s comment above, we have revised our disclosures throughout the registration statement to make consistent
the treatment of such opinions by the Company, including disclosure which (a) states that the Company would obtain any such opinion from
an “independent investment banking firm or another independent entity that commonly renders valuation opinions”, (b) states
that the Company will provide a summary of any such opinion or report to shareholders in connection with any vote on an initial business
combination in its proxy materials or tender offer documents, as applicable, related to its initial business combination in accordance
with Section 1015(b) of Regulation S-K and (c) removes the suggestion that shareholders would not be able to rely on any such opinions.

July
13, 2021

Page
2

  2.
  If
true, explain to us why you believe you would not be required to provide a summary of any such opinion or report to shareholders in connection
with any vote on an initial business combination. In the alternative, revise your discussion to describe the circumstances in which shareholders
would receive summaries of the reports and opinions prior to casting votes on the combination. In that regard, please see Item 1015(b)
of Regulation S-K and Item 4(b) of Form S-4. Also please remove the suggestion that shareholders would not be able to rely on the opinions
or reports, or provide disclosure of your legal basis for the belief that shareholders cannot rely on them to bring state law actions,
including a description of any state law authority for such a defense.

In
response to the Staff’s comment, we have revised the disclosures throughout the registration statement to disclose that in the
event the Company obtains any such opinion, that the Company will provide a summary of any such opinion or report to shareholders in
connection with any vote on an initial business combination in its proxy materials or tender offer documents, as applicable, related
to its initial business combination in accordance with Section 1015(b) of Regulation S-K and to remove the suggestion that shareholders
would not be able to rely on any such opinions.

We
trust that this response satisfactorily responds to your request. Should you require further information, please contact our legal counsel
Matthew Ogurick at (212) 536-4085.

    Very
    truly yours,

    /s/
    Alexander Edgarov

    Alexander
    Edgarov

    President
    and Chief Executive Officer

    cc:
    Matthew Ogurick, Esq.

United States securities and exchange commission logo
June 16, 2021
Alexander Edgarov
Chief Executive Officer
InFinT Acquisition Corp
32 Broadway, Suite 401
New York, NY 10004
Re:InFinT Acquisition Corp
Registration Statement on Form S-1
Filed May 20, 2021
File No. 333-256310
Dear Mr. Edgarov:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Proposed Business
Source of Target Businesses, page 99
1.In this section and elsewhere, you discuss the circumstances in which you would obtain a
fairness opinion from an "independent investment banking firm."  In risk factor disclosure
at page 48, you state "If no opinion is obtained, our shareholders will be relying on the
judgment of our board of directors."  On the other hand, you refer at page 95 and
elsewhere to an opinion "from an independent investment banking firm or an independent
valuation or appraisal firm" with respect to "the 80% of net assets test" you describe.
With regard to that opinion, you state that "Our shareholders may not be provided with a
copy of such opinion nor will they be able to rely on such opinion."  Please revise
disclosure throughout the prospectus to explain the differences between these two

 FirstName LastNameAlexander Edgarov
 Comapany NameInFinT Acquisition Corp
 June 16, 2021 Page 2
 FirstName LastName
Alexander Edgarov
InFinT Acquisition Corp
June 16, 2021
Page 2
potential opinions and to clearly distinguish between them.
2.If true, explain to us why you believe you would not be required to provide a summary of
any such opinion or report to shareholders in connection with any vote on an initial
business combination.  In the alternative, revise your discussion to describe the
circumstances in which shareholders would receive summaries of the reports
and opinions prior to casting votes on the combination.  In that regard, please see Item
1015(b) of Regulation S-K and Item 4(b) of Form S-4.  Also please remove the suggestion
that shareholders would not be able to rely on the opinions or reports, or provide
disclosure of your legal basis for the belief that shareholders cannot rely on them to bring
state law actions, including a description of any state law authority for such a defense.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jenifer Gallagher, Staff Accountant, at 202-551-3706 or Karl Hiller,
Accounting Branch Chief, at 202-551-3686 if you have questions regarding comments on the
financial statements and related matters.  Please contact Timothy Collins, Staff Attorney, at 202-
551-3176 or, in his absence, Timothy S. Levenberg, Special Counsel, at 202-551-3707 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick, of K&L Gates