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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.
 Alexander Edgarov
FirstName LastNameAlexander    Edgarov
InFinT Acquisition Corp
Comapany 4,
November  NameInFinT
             2022       Acquisition Corp
November
Page 2    4, 2022 Page 2
FirstName LastName
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
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FirstName LastNameAlexander    Edgarov
InFinT Acquisition Corp
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             2022       Acquisition Corp
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FirstName LastName
         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
 Alexander Edgarov
FirstName LastNameAlexander    Edgarov
InFinT Acquisition Corp
Comapany 4,
November  NameInFinT
             2022       Acquisition Corp
November
Page 4    4, 2022 Page 4
FirstName LastName
         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
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FirstName LastNameAlexander    Edgarov
InFinT Acquisition Corp
Comapany 4,
November  NameInFinT
             2022       Acquisition Corp
November
Page 5    4, 2022 Page 5
FirstName LastName
         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
 Alexander Edgarov
FirstName LastNameAlexander    Edgarov
InFinT Acquisition Corp
Comapany 4,
November  NameInFinT
             2022       Acquisition Corp
November
Page 6    4, 2022 Page 6
FirstName LastName
         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 JonesTrading prepared any financial
analyses for the
         Board. If so, revise to summarize the analysis consistent with Item
4(b) of Form S-4 and
         Item 1015(b)(6) of Regulation M-A. Disclose any fees due to ARC or
JonesTrading for
         such services.
27.      Throughout this section you list the topics discussed among the
parties, but do not indicate
         what was discussed about the topics, the positions of the parties, any
relevant negotiations,
         or how the parties agreed on the final terms. Please revise
accordingly. As an example
         only, you disclose that INFINT management held an internal discussion
to evaluate
         Seamless' business based on information provided by the target company
to establish
         Seamless as a target candidate, but you do not disclose what was
discussed or how the
         business information established Seamless as a target candidate.
Similarly, you list
         various terms discussed between June 7, 2022 and August 3, 2022, but
do not explain the
         negotiation of such terms and how the final terms were agreed upon.
28.      You state that INFINT conducted a financial analysis which resulted in
a proposed
         valuation of $400 million, which appears to be the final amount the
parties settled upon in
         the Merger Agreement. Please revise to discuss in greater detail the
financial analysis and
         how it resulted in a valuation of $400 million, and the specific
negotiations that resulted in
         this amount. If no other valuation amount was considered by the Board,
specifically state
         as much.
 Alexander Edgarov
InFinT Acquisition Corp
November 4, 2022
Page 7
29.      Please disclose discussions relating to any approvals or licenses
necessary to restructure
         and operate the Seamless business, including consideration of caps on
foreign investment
         in the jurisdictions in which Seamless operates. For example, we note
the disclosure on
         page 59 stating that direct and indirect foreign investment in e-money
businesses is
         capped at 49%. Please explain how Seamless is able to acquire an
indirect interest of 79%
         in WalletKu, and whether this could trigger the need for another
equity holder in
         WalletKu to acquire a majority share.
30.      Please disclose any discussions about continuing employment or
involvement for any
         persons affiliated with INFINT before the merger and any formal or
informal commitment
         to retain the financial advisors after the merger. In particular,
please discuss the retention
         of Alexander Edgarov and Eric Weinstein as directors of New Seamless.
Please also
         disclose any consideration of the potential conflict presented by Mr.
Weinstein's role as
         the Managing Director of JonesTrading, and why Mr. Weinstein became
managing
         director on July 1, 2022, well after JonesTrading's participation in
INFINIT's IPO and role
         as financial advisor in the business combination transaction.
The INFINT Board's Recommendation and Reasons for the Approval of the Business
Combination, page 105

31.      Please clarify how the board considered the material interests in the
transaction held by
         the sponsor and the company   s officers and directors in negotiating
and recommending
         the business combination.
32.      You disclose that the INFINT Board determined that the valuation
analysis supported the
         equity valuation of Seamless based on materials and estimated
financial information as
         well as valuation multiples based on comparable public company
analyses. Please explain
         what estimated financial information was reviewed by the Board,
whether such
         information involved projections, and disclose the specific estimated
financial
         information. Please also disclose the comparable companies considered,
how such
         companies were selected, the financial and market data information for
such comparable
         companies, and how the valuation multiples were calculated, and
disclose the underlying
         data used to determine that Seamless had a favorable EBITDA as
compared to its peer
         entities. Explain who prepared these materials.
33.      Please describe what about Seamless' prospects and significant
contracts was considered
         by the INFINT Board and how this supported the Board's approval of the
business
         combination.
U.S. Federal Income Tax Considerations, page 109
FirstName LastNameAlexander Edgarov
34.    Please revise to provide a discussion of the material federal tax
consequences of the
Comapany    NameInFinT
       transaction        Acquisition
                   to the holders     Corp securities and provide a tax
opinion, as necessary.
                                  of Seamless'
       Please
November      refer Page
           4, 2022  to Item
                          7 601(b)(8) of Regulation S-K and Item 21(a) of Form
S-4.
FirstName LastName
 Alexander Edgarov
FirstName LastNameAlexander    Edgarov
InFinT Acquisition Corp
Comapany 4,
November  NameInFinT
             2022       Acquisition Corp
November
Page 8    4, 2022 Page 8
FirstName LastName
Proposal 2 - The Articles Amendment Proposal, page 121

35.      Please provide us with your analysis as to why you are not required to
unbundle certain
         material changes to the New Seamless Charter and provide stockholders
with a separate
         vote regarding these material changes. For example, it appears that
Section 50 of the New
         Seamless Charter includes an exclusive forum provision. Refer to
Question 201.01 of the
         Division's Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure
Interpretations.
         Please also include all material changes in the Comparison of
Corporate Governance and
         Shareholder Rights table beginning on page 239. We note, for example,
that the exclusive
         forum provision is not discussed.
Pro Forma Condensed Combined Statements of Operations, page 137

36.      Please revise to disclose the historical basic and diluted per share
amounts and weighted
         average number of shares outstanding for Seamless and INFINT. Refer to
Rule 11-
         02(a)(9) of Regulation S-X.
Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet,
page 140

37.      Refer to adjustment D. Please disclose if the bondholder's are
converting pursuant to the
         original terms in the agreements and the conversion price and the
number of shares on
         which the aggregate consideration to be delivered upon conversion is
determined.
38.      Please revise your presentation of adjustments G - M to show the
specific accounts that
         are increased and decreased for each adjustment in the pro forma
balance sheet. In this
         regard, it is not clear what accounts adjustments J - M are affecting
in your pro forma
         balance sheet and that each adjustment sums to zero.
39.      Refer to adjustment O endnote (2). Please disclose the exchange ratio
in the merger
         agreement in which you arrived at the 40 million shares outstanding
for existing Seamless
         shareholders under the two redemption scenarios from the approximately
58 million
         shares outstanding as of June 30, 2022 disclosed in the historical
financial statements.
Note 3. Adjustment to Unaudited Pro Forma Condensed Combined Statements of
Operations,
page 142

40.      Please revise adjustments bb and cc to separately present amounts
related to each
         transaction. Similarly revise Notes 2B and 2C. Refer to Rule
11-02(b)(4)(i) of
         Regulation S-X.
 Alexander Edgarov
FirstName LastNameAlexander    Edgarov
InFinT Acquisition Corp
Comapany 4,
November  NameInFinT
             2022       Acquisition Corp
November
Page 9    4, 2022 Page 9
FirstName LastName
Note 4 - Nonrecurring Items, page 143

41.      Reference is made to your disclosure of the non-recurring transaction
costs included in the
         statements of operations for the six months ended June 30, 2022.
Please confirm these
         expenses are reflected in your pro forma statement of operations for
the year ended
         December 31, 2021 and tell us your consideration of removing these
expenses from the
         pro forma statement of operations for the six months ended June 30,
2022.
Infint's Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 153

42.      Please revise to discuss results of operations for fiscal 2021.
Strong Strategic Partnership Network, page 171

43.      Please tell us whether the on-demand liquidity remittance services you
offer are available
         in the United States or to U.S. persons. Please also tell us whether
the cryptocurrency
         used by Ripple during the remittance transaction is offered or sold in
the United States or
         to U.S. persons. If not, please describe any restrictions or
procedures implemented by you
         or RippleNet to prevent the use of cryptocurrency in the United States
or to U.S. persons,
         and specifically address any steps you take to ensure that persons in
the United States or
         U.S. persons cannot circumvent such restrictions. Please add risk
factor disclosure
         addressing the risks of such restrictions and procedures, including
the risk of U.S. persons
         or persons in the United States bypassing such restrictions.
Licenses, page 176

44.      In the chart on page 178, please indicate which licenses have been
issued and which you
         have applied for. Please also indicate the expiration or renewal date
for any of your
         material licenses, and disclose whether you are in material compliance
with the
         requirements of such licenses.
Regulation, page 185

45.      We note your discussion of your strategic partnership with Ripple and
the use of Ripple's
         on-demand liquidity which involves the use of cryptocurrency. Please
provide a
         discussion of any applicable regulations in the jurisdictions in which
you operate relating
         to the use of cryptocurrency in your remittance business.
46.      Please clarify your disclosure on page 186 stating that "WalletKu does
not believe the
         maximum provision for foreign entities is not applicable for
WalletKu's current
         business." To the extent you mean to say that WalletKu believes such
provision is not
         applicable, please revise accordingly.
 Alexander Edgarov
FirstName LastNameAlexander    Edgarov
InFinT Acquisition Corp
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            2022        Acquisition Corp
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Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Seamless, page 191

47.      In an appropriate place in your MD&A, please explain why you disposed
of a controlling
         interest in WalletKu and then in June 2022, you reacquired a
controlling interest in it.
48.      You disclose that Tranglo serves mostly banks and financial
institutions, while TNG Asia
         services individuals, including overseas workers staying in Hong Kong.
Please disclose in
         an appropriate place in your prospectus whether your business will
continue to service
         individuals following the divestiture of TNG Asia and GEA, and how you
anticipate that
         this will impact your future results of operations, if at all.
Tranglo Remittance Business Analysis, page 193

49.      We note you disclose Total Processing Value (TPV), Overall Transaction
Fees Take Rate,
         Overall Forex Gains Take Rate and Payout Agency Rate metrics. Please
revise your
         disclosures to include or clarify the following information:
             How the measures are calculated, including any estimates or
assumptions underlying the
         metrics or its calculations;
             The reasons why the metrics provide useful information to
investors; and
             How management uses the metrics in managing or monitoring the
performance of the
         business.

         Refer to SEC Release No. 33-10751.
50.      You disclose that Tranglo's integration with RippleNet and the use of
on-demand
         liquidity has further pushed down fees as Tranglo has to offer lower
transaction fees and
         currency conversion fees for clients using ODL, which has contributed
to a decrease in
         total revenue. We also note that total ODL transactions have
increased, from 1.47% of the
         total processing value for the year ended December 31, 2021, compared
to 16.9% for the
         six months ended June 30, 2022, while Tranglo's average transaction
fee take rate and
         average Forex gain take rate have dropped during the same period.
Please revise to add a
         risk factor discussing the increasing use of ODL by your customers and
the potential
         impact on your future financial condition and results of operations.
Seamless' partner network, page 198

51.      We note your disclosure, "Ripple is the important strategic partner of
Seamless, and
         Tranglo has been integrated with RippleNet since September 2021."
Please expand your
         disclosure to explain specifically how Ripple is important to
Seamless' business and
         describe and quantify, to the extent possible, the actual impact on
your performance and
         revenues from this strategic partnership. Please also expand on your
disclosure that
         Tranglo plans to leverage the market network of Ripple to expand its
business reach to the
         Middle East, American and European countries. Please discuss the
anticipated timeline for
         such an expansion, and clarify whether American countries includes the
United States.
 Alexander Edgarov
FirstName LastNameAlexander    Edgarov
InFinT Acquisition Corp
Comapany 4,
November  NameInFinT
            2022        Acquisition Corp
November
Page 11 4, 2022 Page 11
FirstName LastName
Critical Accounting Policies and Estimates, page 209

52.      Please tell us your consideration of including your goodwill
impairment testing as a
         critical accounting policy. If included, please 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:
             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.
Results of Operations, page 211

53.      Please revise to discuss other expenses and income tax expenses.
Contractual Obligations, page 216

54.      Please tell us your consideration of including convertible bonds and
borrowings in your
         tables.
Certain Relationships and Related Party Transactions, page 231

55.      We note that Seamless entered into a Deed of Guarantee with Ripple
Labs Singapore Pte.
         Ltd pursuant to which Seamless will be a guarantor of Ripple Labs
Singapore in
         connection with a Master XRP Commitment to Sell Agreement between
Ripple and GEA
         Limited. Please revise your disclosure to explain the continued
significance of the Deed
         of Guarantee and the Commitment to Sell Agreement, particularly in
light of the expected
         divestiture of GEA. If the agreement will continue to have
significance to you after the
         business combination, explain how and disclose the terms of such
agreements.
Audited Consolidated Financial Statements of Seamless Group, Inc. and
Subsidiaries
2. Summary of significant accounting policies
(b) Going concern, page F-40

56.      We note your disclosure that an estimated $200 million is expected to
be raised as part of
         the merger transaction. Please revise your disclosure to discuss
potential redemptions.
 Alexander Edgarov
FirstName LastNameAlexander    Edgarov
InFinT Acquisition Corp
Comapany 4,
November  NameInFinT
            2022        Acquisition Corp
November
Page 12 4, 2022 Page 12
FirstName LastName
(s) Fair value of financial instruments, page F-44

57.      Please disclose the fair value and measurement level of borrowing and
convertible bonds
(t) Revenue Recognition, page F-45

58.      Reference is made to pages 171 and 172 where you discuss how Ripple
s on-demand
         liquidity works with Tranglo. Please tell us if you take custody of
XRP and if so, for how
         long. To the extent applicable, please tell us how you account for the
XRP.
(aa) Segments, page F-46

59.      Please disclose the factors used to identify your reportable segments
and the types of
         products and services from which each derives it revenues. In this
regard, we note your
         disclosure in Note 17 is presented based on Remittance services, Sales
of Airtime and
         Other services; however, Management's Discussion and Analysis of
Financial Condition
         and Results of Operations of Seamless focuses on the subsidiary level
(i.e., Tranglo, TNG
         Asia, GEA and WalletKu). Refer to ASC 280-10-50-21.
9. Leases, page F-51

60.      Reference is made to the tables on page F-52. Please explain to us why
operating lease
         costs are significantly greater than payments for operating lease
liabilities.
13. Convertible Bonds, page F-58

61.      Please disclose the conversion price and the number of shares on which
the aggregate
         consideration to be delivered upon conversion is determined for Bonds
B and C. Also tell
         us why Bond B is classified as a long-term liability rather than a
current liability. Refer to
         ASC 470-20-50-5b. Finally, provide disclosure pursuant to ASC
260-10-50-1c for your
         convertible bonds.
16. Income tax, page F-58

62.      Reference is made to the reconciliation on page F-59. Please explain
to us the nature of
         the "Deferred tax assets not recognized during the financial year" and
"Utilization of
         deferred tax assets previously not recognized" line items. If
applicable, reconcile these
         line items to the change in your valuation allowance.
17. Segments, page F-60

63.      Please disclose total expenditures for additions to long-lived assets
for each reportable
         segment. Refer to ASC 280-10-50-25b.
18. Deconsolidation of Dynamic Indonesia Holdings Limited, page F-62

64.      Please tell us where the US$1 million of consideration is presented in
your statement of
         cash flow and you basis in GAAP for such presentation. In addition,
tell us if the
 Alexander Edgarov
InFinT Acquisition Corp
November 4, 2022
Page 13
         deconsolidation impacted your non-controlling interests. In this
regard, it appears you
         owned 100% prior to disposal of the equity interest.
Schedule 1, page F-64

65.      We note your presentation of condensed financial information of the
Company. Please
         tell us your consideration of providing disclosure pursuant to Rule
4-08(e)(3) of
         Regulation S-X.
Condensed Consolidated Balance Sheet (unaudited), page F-68

66.      The amount presented here does not appear to sum to the total current
liabilities amount of
         $125,715,900 as of June 30, 2022. Please clarify or revise.
67.      Please tell us if you adopted ASU 2020-06 on January 1, 2022 and if
so, the impact it had
         on your accounting for convertible bonds.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
1. Organization and business, page F-72

68.      Reference is made to the three principal subsidiaries for which you
indirectly own 41%.
         Please explain why these subsidiaries are consolidated.
General

69.      It appears that underwriting fees remain constant and are not adjusted
based
         on redemptions. Revise your disclosure to disclose the effective
underwriting fee on
         a percentage basis for shares at each redemption level presented in
your disclosure related
         to dilution.
70.    With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
       has substantial ties with a non-U.S. person. Please also tell us whether
anyone or any
       entity associated with or otherwise involved in the transaction, such as
the target, is, is
       controlled by, or has substantial ties with a non-U.S. person. If so,
include risk factor
       disclosure that addresses how this fact could impact your ability to
complete your initial
       business combination. For instance, discuss the risk to investors that
you may not be able
       to complete an initial business combination should the transaction be
subject to review by
       a U.S. government entity, such as the Committee on Foreign Investment in
the United
       States (CFIUS), or ultimately prohibited. Further, disclose that the
time necessary for
       government review of the transaction or a decision to prohibit the
transaction could
       prevent you from completing an initial business combination and require
you to liquidate.
FirstName LastNameAlexander Edgarov
       Disclose the consequences of liquidation to investors, such as the
losses of the investment
Comapany    NameInFinT
       opportunity         Acquisition
                    in a target        Corp
                                company,  any price appreciation in the
combined company, and the
       warrants,
November          which
            4, 2022 Pagewould
                          13 expire worthless.
FirstName LastName
 Alexander Edgarov
FirstName LastNameAlexander    Edgarov
InFinT Acquisition Corp
Comapany 4,
November  NameInFinT
            2022        Acquisition Corp
November
Page 14 4, 2022 Page 14
FirstName LastName
71.      Please tell us, with a view to disclosure, whether you have received
notice from ARC or
         JonesTrading about ceasing involvement in your transaction and how
that may impact
         your deal.
        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 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
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