Currenc Group Inc. — Regulatory Filings 2021

Nov 10, 2021

S-1/A 1 forms-1a.htm

As filed with the U.S. Securities and Exchange Commission on November 9, 2021.

Registration No. 333-256310

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Amendment No. 5

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

InFinT Acquisition Corporation

(Exact name of Registrant as specified in its charter)

| Cayman
Islands | 6770 | 98-1602649 |
| --- | --- | --- |
| (State
or other jurisdiction of incorporation
or organization) | (Primary
Standard Industrial Classification
Code Number) | (I.R.S.
Employer Identification
Number) |

32 Broadway, Suite 401

New York, NY 10004

Tel: 212-287-5010

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Alexander Edgarov

Chief Executive Officer

32 Broadway, Suite 401

New York, NY 10004

Tel: 212-287-5010

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Matthew Ogurick, Esq. K&L Gates LLP 599 Lexington Avenue New York, New York 10022 Tel: (212) 536-4085 Hayden Isbister Mourant Ozannes PO Box 1348 94 Solaris Avenue, Camana Bay Grand Cayman KY1-1108 Cayman Islands (345) 814-9125 William S. Rosenstadt Ortoli | Rosenstadt LLP 366 Madison Avenue, 3 rd Floor New York, New York 10017 Tel: (212) 588-0022

Approximate date of commencement of proposed sale to the public : As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer [ ] | Accelerated
filer [ ] |
| --- | --- |
| Non-accelerated
filer [X] | Smaller
reporting company [X] |
| | Emerging
growth company [X] |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. [ ]

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

This Amendment No. 5 to the Registration Statement (the :Registration Statement”) on Form S-1 (File No. 333-256310) is filed solely to amend Item 16 of Part II thereof and to file a certain revised exhibit thereto. This Amendment No. 5 does not modify any provision of the preliminary prospectus contained in Part I of Amendment No. 4 to the Registration Statement. Accordingly, the preliminary prospectus has been omitted.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

| SEC
expenses | $ |
| --- | --- |
| FINRA
expenses | 28,043 |
| Accounting
fees and expenses | 40,000 |
| Printing
and engraving expenses | 10,000 |
| Legal
fees and expenses | 355,000 |
| NYSE
listing and filing fees | 85,000 |
| Miscellaneous | 110,000 |
| Total | $ 650,000 |

ITEM 14. Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We also intend to enter in indemnity agreements with them.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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ITEM 15. Recent Sales of Unregistered Securities.

On April 27, 2021, we issued to our Sponsor an aggregate of 5,031,250 founder shares in exchange for a capital contribution of $25,000, or approximately $0.005 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 17,250,000 units if the underwriter’s over-allotment option is exercised in full and therefore that such founder shares would represent 22.58% of the outstanding shares after this offering. Up to 656,250 of these shares shall be surrendered for no consideration depending on the extent to which the underwriter’s over-allotment is exercised.

Our Sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our Sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our Sponsor is to act as the Company’s Sponsor in connection with this offering. The limited liability company agreement of our Sponsor provides that its membership interests may only be transferred to our officers or directors or other persons affiliated with our Sponsor, or in connection with estate planning transfers.

Our Sponsor has committed to, pursuant to a written agreement, to purchase from us an aggregate of 6,375,000 private placement warrants (or 7,040,625 warrants if the underwriter’s over-allotment option is exercised in full) at $1.00 per warrant (for an aggregate purchase price of $6,375,000 (or $7,040,625 if the underwriter’s over-allotment option is exercised in full)). This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

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ITEM 16. Exhibits and Financial Statement Schedules.

EXHIBIT INDEX

| Exhibit
No. | Description |
| --- | --- |
| 1.1 | Form
of Underwriting Agreement. |
| 3.1 | Memorandum and Articles of Association. |
| 3.2 | Amended
and Restated Memorandum and Articles of Association. |
| 4.1 | Specimen
Unit Certificate. |
| 4.2 | Specimen Ordinary Share Certificate. |
| 4.3 | Specimen Warrant Certificate. |
| 4.4 | Form
of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
| 5.1 | Opinion
of K&L Gates LLP. |
| 5.2 | Opinion of Mourant Ozannes, Cayman Islands legal counsel to the Registrant. |
| 10.1 | Form
of Letter Agreement among the Registrant, InFinT Capital LLC, EF Hutton , certain advisor transferees and each of the officers and directors of the Registrant. |
| 10.2 | Form
of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
| 10.3 | Form
of Registration Rights Agreement among the Registrant, InFinT Capital LLC, EF Hutton and the Holders signatory thereto. |
| 10.4 | Form
of Private Placement Warrants Purchase Agreement among the Registrant and InFinT Capital LLC. |
| 10.5 | Form of Indemnity Agreement. |
| 10.6 | Founder Share Subscription Agreement between InFinT Capital LLC and the Registrant. |
| 10.7 | Form of Administrative Services Agreement between the Registrant and InFinT Capital LLC. |
| 10.8 | Transfer
Agreement by and among InFinT Capital LLC, the Representative and InFinT Acquisition Corporation. |
| 10.9 | Promissory
Note between InFinT Capital LLC and the Registrant. |
| 23.1 | Consent of Marcum LLP. |
| 23.2 | Consent
of K&L Gates LLP (included on Exhibit 5.1). |
| 23.3 | Consent of Mourant Ozannes (included on Exhibit 5.2). |
| 24.1 | Power
of Attorney** |

| * | Filed
herewith. |
| --- | --- |
| ** | Previously
filed. |

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ITEM 17. Undertakings.

| (a) | The
undersigned registrant hereby undertakes to provide to the underwriter at the closing specified
in the underwriting agreements, certificates in such denominations and registered in such
names as required by the underwriter to permit prompt delivery to each purchaser. |
| --- | --- |
| (b) | Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as amended (the
“Securities Act”), may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue. |
| (c) | The
undersigned registrant hereby undertakes that: |

| (1) | For
purposes of determining any liability under the Securities Act the information omitted from
the form of prospectus filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective. |
| --- | --- |
| (2) | For
the purpose of determining any liability under the Securities Act each post-effective amendment
that contains a form of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| (3) | For
the purpose of determining liability under the Securities Act of any purchaser, if the registrant
is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior
to such date of first use. |
| (4) | For
the purpose of determining liability of a registrant under the Securities Act to any purchaser
in the initial distribution of the securities, the undersigned registrant undertakes that
in a primary offering of securities of an undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser: |

| (i) | any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424; |
| --- | --- |
| (ii) | any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by an undersigned registrant; |
| (iii) | the
portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and |
| (iv) | any
other communication that is an offer in the offering made by the undersigned registrant to
the purchaser. |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 9th day of November 2021.

| INFINT
ACQUISITION CORPORATION | |
| --- | --- |
| By: | /s/
Alexander Edgarov |
| Name: | Alexander
Edgarov |
| Title: | Chief
Executive Officer (Principal Executive Officer) |

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/
Alexander Edgarov	Chief
Executive Officer and Director	November
9, 2021
Alexander
Edgarov
/s/
*	Chief
Financial Officer	November
9, 2021
Sheldon
Brickman	(Principal
Financial and Accounting Officer)
/s/
*	Chairman
of the Board	November
9, 2021
Eric
Weinstein
/s/
*	Director	November
9, 2021
Jing
Huang
/s/
*	Director	November
9, 2021
Dave
Cameron
/s/
*	Director	November
9, 2021
Kevin
Chen
/s/
*	Director	November
9, 2021
Andrey
Novikov
/s/
*	Director	November 9, 2021
Michael
Moradzadeh

| *By: | /s/
Alexander Edgarov |
| --- | --- |
| Name: | Alexander
Edgarov |
| Title: | Attorney-in-Fact |

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of InFinT Acquisition Corporation, has signed this registration statement or amendment thereto in the City of New York, New York, on November 9, 2021.

| AUTHORIZED
U.S. REPRESENTATIVE | |
| --- | --- |
| By: | /s/Alexander
Edgarov |
| Name: | Alexander
Edgarov |
| Title: | CEO
and Director of InFinT Acquisition Corporation |

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