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.
