United States securities and exchange commission logo
July 5, 2023
Prashant Aggarwal
Chief Executive Officer
MoneyHero Ltd
70 Shenton Way
#18-15, EON Shenton, S079118
Singapore
Re: MoneyHero Ltd
Draft Registration
Statement on Form F-4
Submitted June 5,
2023
CIK 0001974044
Dear Prashant Aggarwal:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-4 submitted June 5, 2023
Cover Page
1. We note that the
Sponsor, each Bridgetown director and certain other advisors of
Bridgetown to whom
Sponsor has transferred Bridgetown Shares have agreed to, among
other things, vote all
of their Bridgetown Shares in favor of the proposals being presented
at the Extraordinary
General Meeting and waive their redemption rights with respect to
their Bridgetown Shares
in connection with the consummation of the Business
Combination. Please
describe any consideration provided in exchange for this agreement
here and elsewhere
throughout your proxy statement/prospectus as appropriate.
Prashant Aggarwal
FirstName
MoneyHeroLastNamePrashant Aggarwal
Ltd
Comapany
July 5, 2023NameMoneyHero Ltd
July 5,2 2023 Page 2
Page
FirstName LastName
2. Please revise your prospectus cover page to address how recent
statements and regulatory
actions by both China s government and Hong Kong's regulatory
authorities, such as
those related to data security or anti-monopoly concerns, have or may
impact the
company s ability to conduct its business, accept foreign
investments, or list on a U.S. or
other foreign exchange. Disclose the location of your auditor s
headquarters and whether
and how the Holding Foreign Companies Accountable Act, as amended by
the
Consolidated Appropriations Act, 2023, and related regulations will
affect your company.
Ensure that your prospectus summary addresses all of these risks, as
well.
3. Here and in the prospectus summary, provide a description of how cash
is transferred
through your organization, and state whether any transfers, dividends,
or distributions
have been made to date between you and your subsidiaries or to
investors, and quantify
the amounts where applicable. Disclose that, to the extent cash/assets
in the business is in
the Hong Kong or a Hong Kong entity, the funds/assets may not be
available to fund
operations or for other use outside of the Hong Kong due to
interventions in or the
imposition of restrictions and limitations on the ability of you or
your subsidiaries by the
PRC government to transfer cash/assets. On the cover page, provide
cross-references to
these other discussions. Also discuss whether there are limitations on
your ability to
transfer cash between you, your subsidiaries or investors, and provide
a cross-reference to
your discussion of this issue in your summary, summary risk factors,
and risk factors
sections. Describe any restrictions on foreign exchange and your
ability to transfer cash
between entities, across borders, and to U.S. investors, as well as
any restrictions on your
ability to distribute earnings. To the extent you have cash management
policies that
dictate how funds are transferred between you, your subsidiaries or
investors, summarize
the policies on your cover page and in the prospectus summary,
disclose the source of
such policies, and include a cross-reference on the cover page to the
discussion in the
summary; alternatively state that you have no such policies.
Presentation of Financial Information
PubCo, page 4
4. You have disclosed here that PubCo, incorporated on March 21, 2023,
has no material
assets and does not operate any businesses, so no financial statements
of PubCo have been
included in this document. We also note the disclosure on page 38 of
your filing
that PubCo was incorporated with an aggregate share capital of $50,000
divided into
500,000,000 registered shares of a par value of $0.0001 per share, and
that two such
shares are currently issued and outstanding. At incorporation, its
assets consisted of the
par value contributed for its two outstanding shares. While these
balance sheet items may
be quantitatively not material, the incorporation of the entity that
will be the surviving
legal entity is qualitatively significant. Please include audited
financial statements for
PubCo. Please note the guidance in Item 14 of Form F-4 and Item 8.A of
Form 20-F that
specifies that if the registrant has been in existence less than a
year and have not yet
commenced operations, you may instead include an audited balance sheet
that is no more
than nine months old.
Prashant Aggarwal
MoneyHero Ltd
July 5, 2023
Page 3
Questions and Answers About the Proposals
Q. May Bridgetown, Sponsor or Bridgetown's directors, officers, advisors or
their affiliates
purchase shares..., page 15
5. We note that you have arranged to sell additional securities to raise
funds to satisfy the
minimum cash required to complete the Business Combination transaction
after returning
funds to redeeming stockholders. Further, we note that the Sponsor has
entered into Non-
Redemption Deeds in favor of each of the FWD Parties pursuant to
which, among other
things, Sponsor has offered to pay to the FWD Parties certain
compensation in exchange
for such FWD Party participating in certain actions (e.g., vote in
favor of the business
combination) and not pursue other actions (e.g., selling or
transferring Bridgetown Class
A Ordinary Shares prior to closing of the initial merger) that
facilitate the consummation
of the Business Combination. Revise the disclosure to discuss the key
terms of any
convertible securities and to disclose the potential impact of these
securities, including the
Non-Redemption Deeds on non-redeeming shareholders.
Q. What shall be the relative equity stakes of Bridgetown shareholders and CGCL
shareholders
in PubCo upon completion..., page 18
6. Please revise your Share Ownership in PubCo table, and elsewhere
throughout your proxy
statement/prospectus, to include all potential sources of dilution
affecting public
stockholders related to this Business Combination. In this regard,
please revise the tables
to include any shares being reserved for the PubCo equity incentive
plans or otherwise.
We note that your transaction does not contemplate PIPE financing.
Q. What interests do Bridgetown's Sponsors, directors, officers and certain
advisors have in the
Business Combination?, page 26
7. We note from your disclosure here and elsewhere throughout your proxy
statement/prospectus that you have waived the corporate opportunities
doctrine in
connection with the Business Combination. Please revise this section
and elsewhere
throughout your disclosure as appropriate to disclose whether you
believe this waiver
materially impacted your search for an acquisition target.
8. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk depends on the completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
9. Please highlight the risk that the sponsor will benefit from the
completion of a business
FirstName LastNamePrashant Aggarwal
combination and may be incentivized to complete an acquisition of a
less favorable target
Comapany NameMoneyHero
company Ltdfavorable to shareholders rather than
liquidate. We note your
or on terms less
July 5, disclosure
2023 Pageelsewhere
3 in your proxy statement/prospectus discussing
this specific point.
FirstName LastName
Prashant Aggarwal
FirstName
MoneyHeroLastNamePrashant Aggarwal
Ltd
Comapany
July 5, 2023NameMoneyHero Ltd
July 5,4 2023 Page 4
Page
FirstName LastName
10. Please revise to discuss any material interests in the transaction
held by Mr. Wong and
Mr. Li, including fiduciary or contractual obligations to, interests
in and affiliations
with the target. Clarify how the board considered those conflicts in
negotiating and
recommending the business combination.
Summary of the Proxy Statement/Prospectus, page 35
11. Disclose each permission or approval that you or your subsidiaries are
required to obtain
from Chinese authorities to operate your business and to offer the
securities being
registered to foreign investors, and state affirmatively whether you
have received all
requisite permissions and approvals and whether any have been denied.
State here, as you
do on pages 101-102, that you do not believe that you or your
subsidiaries are covered by
permissions requirements from the CSRC or CAC. Please also describe
the consequences
to you and your investors if you or your subsidiaries: (i) do not
receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals
are not required, or (iii) applicable laws, regulations, or
interpretations change and you are
required to obtain such permissions or approvals in the future.
Additionally, please disclose whether you relied on the opinion of
counsel with regards to
this disclosure and, if so, name counsel and file a consent of counsel
as an exhibit. If you
have not relied upon an opinion of counsel with respect to this
disclosure, please state as
much, explain why such an opinion was not obtained and provide the
basis for your
determinations in this regard.
12. In the third bullet of the Risks Related to Doing Business in Hong
Kong section of your
summary of risk factors, discuss that risks and uncertainties
regarding the enforcement of
laws arise because the rules and regulations in China can change
quickly with little
advance notice; state 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 the securities you are
registering for sale; and state
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- or Hong Kong-
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.
Prashant Aggarwal
FirstName
MoneyHeroLastNamePrashant Aggarwal
Ltd
Comapany
July 5, 2023NameMoneyHero Ltd
July 5,5 2023 Page 5
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FirstName LastName
The Parties to the Business Combination
CGCL, page 35
13. In the fourth paragraph under this heading, you describe MoneyHero
Group's main
business pillars as being tied to the company's websites and ability
for consumers to
access online content. Please revise your disclosure here and where
appropriate, for
example, in the section of your proxy statement/prospectus titled
"Information Related to
the MoneyHero Group" to disclose the company websites providing the
online platform of
services and other business operations provided by MoneyHero Group.
Bridgetown, page 36
14. We note that funds in the Trust Account at being held in an
interest-bearing demand
deposit account at Morgan Stanley, with Continental (Bridgetown's
transfer agent)
continuing to act as trustee until the earlier of the consummation of
Bridgetown's initial
business combination or its liquidation. Please clarify whether the
trust assets are held in
the U.S. If the trust assets are located in the PRC/Hong Kong, please
amend your
disclosure here and in the summary risk factors and risk factors
sections to state that, to
the extent cash/assets is in the PRC/Hong Kong or a PRC/Hong Kong
entity, the
funds/assets may not be available to fund operations or for other use
outside of the
PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations
on the ability of you, your subsidiaries or other entities or parties
to the Business
Combination by the PRC government to transfer cash/assets. On the
cover page, provide
cross-references to these other discussions.
Additionally, please revise your disclosure to discuss whether there
are limitations on your
ability to transfer cash between you, your subsidiaries or other
entities or parties to the
Business Combination or investors. Provide a cross-reference to your
discussion of this
issue in your summary, summary risk factors, and risk factors
sections, as well.
Related Agreements
Fee Letter, page 42
15. We note that concurrently with the execution of the Business
Combination Agreement,
Sponsor and BTN Investments LLC ("BTN") issued the Fee Letter to PubCo
and CGCL
whereby each of the Sponsor and BTN agree to reimburse PubCo for a
portion of
transaction expenses if the amount of cash in the Trust Account is
less than $82 million.
Please revise your disclosure, where appropriate (e.g., Frequently
Used Terms) to provide
brief additional context for the entity BTN. For example, please
describe the purpose or
business of this entity, and its relationship to the Sponsor, PubCo or
other parties to the
Business Combination.
Prashant Aggarwal
FirstName
MoneyHeroLastNamePrashant Aggarwal
Ltd
Comapany
July 5, 2023NameMoneyHero Ltd
July 5,6 2023 Page 6
Page
FirstName LastName
Selected Historical Financial Data of Bridgetown, page 65
16. Please tell us why you excluded the year ended December 31, 2021 in
your tabular
presentation of Statement of Operations data here.
Risk Factors, page 73
17. Please include a risk factor discussing the material risks related to
the exclusive forum
provision in the Amended PubCo Articles, including 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. Also state that there is
uncertainty as to whether a
court would enforce such provision in connection with claims under the
Securities Act and
that investors cannot waive compliance with the federal securities
laws and the rules and
regulations thereunder. In this regard, we note that Section 22 of the
Securities Act
creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
any duty or liability created by the Securities Act or the rules and
regulations thereunder.
18. Please include risk factor disclosure explaining whether there are
laws/regulations in
Hong Kong that result in oversight over data security, how this
oversight impacts the
company s business and the offering, and to what extent the company
believes that it is
compliant with the regulations or policies that have been issued.
Risks Related to the MoneyHero Group's Business and Industry
Our success-based model is subject to risks that could have a material adverse
effect..., page 76
19. Please revise the body of this risk factor to discuss the risk
associated with your business
model plainly and in commonly understood terms. In this regard, we
note the first
sentence in this risk factor, which states "[o]ur internet leads
generation income is
primarily success-based." Further, you state that "[t]he success-based
nature of our fee
structures also exposes us to fluctuations in approval rates..."
Risks Related to Bridgetown and the Business Combination
Members of the Bridgetown Special Committee have interests that are different
from, or in
addition to, and may conflict with..., page 106
20. Please revise the title of this risk factor to make clear that the
interests of members of the
Bridgetown Special Committee and those of "Bridgetown shareholders and
warrantholders" includes those interests of the Bridgetown's public
shareholders and
warrant holders. Similarly, please revise the second to last bullet
point in this risk factor
to clearly reflect that it may be Bridgetown's public shareholders
that receive a negative
return on their investment in PubCo, not simply "other Bridgetown
shareholders." Please
make similar revisions throughout your proxy statement/prospectus as
appropriate to
clearly state when you are referring to potential investment or other
impacts to
Bridgetown's public shareholders.
Prashant Aggarwal
FirstName
MoneyHeroLastNamePrashant Aggarwal
Ltd
Comapany
July 5, 2023NameMoneyHero Ltd
July 5,7 2023 Page 7
Page
FirstName LastName
Risks Related to PubCo and Its Securities
PubCo may redeem your unexpired PubCo Warrants prior to their exercise at a
time that is
disadvantageous to you..., page 128
21. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. 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.
The Business Combination Proposal
Organizational Structure, page 163
22. Please revise your organizational structure diagram to reflect
Bridgetown Public
Stockholders as a separate group from Bridgetown insiders, including
the Sponsor,
officers and directors. Additionally, please revise the simplified
version of the ownership
structure immediately following the consummation of the Business
Combination to reflect
the respective ownership interests and voting power of each entity or
group of
shareholders (i.e., public or insiders). Finally, for clarity, we note
the use of the defined
terms when referring to certain entities (e.g., PubCo). However, for
additional clarity
please include the name of the entity so investors in this offering
can understand where
within your organizational structure their holdings originate.
Background of the Business Combination, page 166
23. In the third paragraph from the top of this page, you discuss two
other companies with
which Bridgetown signed a non-binding letter of intent other than the
MoneyHero Group.
Please revise this discussion to provide dates around the timing of
these respective non-
binding letters of intent and the reasons for your determination not
to pursue a business
combination with either entity.
24. We note that on December 7, 2021, representatives from MoneyHero
Group, Bridgetown
and Bridgetown's business due diligence advisors held an introductory
call and
management presentation. Please expand your disclosure to discuss what
was included in
this management presentation in greater detail. We note that the
presentation was
regarding MoneyHero Group's businesses and M&A plans.
25. We note that between January 26, 2022 and mid-November 2022,
Bridgetown searched
for other prospective business combination candidates. Please revise
this paragraph to
discuss in greater detail efforts made by Bridgetown to identify a
target company,
including whether the company engaged in discussion or entered into
any letters of intent
or otherwise with other potential targets. We note the passage of
approximately ten
months during this time.
Prashant Aggarwal
FirstName
MoneyHeroLastNamePrashant Aggarwal
Ltd
Comapany
July 5, 2023NameMoneyHero Ltd
July 5,8 2023 Page 8
Page
FirstName LastName
26. We note that subsequent to the January 10, 2023 conference call,
Kirkland and Skadden
continued to follow up on transaction structuring. Please expand your
disclosure here to
discuss in greater detail what terms or other aspects of the
transaction structure were
discussed and what changes, if any, resulted.
27. Please revise your disclosure to make clear the five instances where
the Financial
Projections prepared by the MoneyHero Group's management were
discussed. We note
that on page 199 you state that "Bridgetown and the MoneyHero Group,
in addition to
various email communication about due diligence requests, held five
video conference
due diligence sessions to discuss the Financial Projections." We note
that in numerous
instances in this section you reference "financial projections"
discussed, for example, on
April 4, 2023; April 5, 2023; April 14, 2023; April 17, 2023; April
18, 2023 and April 21,
2023. Please clarify whether such "financial projections" are the same
as the Financial
Projections, a single set of projections contained within the
Financial Projections prepared
by MoneyHero Group's management, or otherwise, so that investors
understand which
set(s) of projections were considered by Bridgetown.
28. We note that in connection with Bridgetown's IPO, an entity affiliated
with Thiel Capital
entered into a forward purchase agreement with Sponsor, agreeing to,
among other things,
purchase 60% of the outstanding securities in Bridgetown held by
Sponsor which remain
outstanding following the consummation of the Business Combination,
provided that any
such securities shall remain subject to any lockup, escrow, transfer
or other restrictions to
which they are otherwise subject. Please highlight material
differences in the terms and
price of securities at the time of the IPO as compared to private
placements contemplated
at the time of the Business Combination.
Certain Engagement in Connection with the Business Combination and Related
Transactions,
page 186
29. We note that Houlihan Capital was engaged on a fixed fee basis. Please
disclose the fees
Houlihan Capital will receive upon completion of the Business
Combination and any
amount that is contingent upon completion of the transaction. We note
that 25% of the fee
payable to Houlihan is conditioned upon the occurrence of the closing
of the Business
Combination.
Material Tax Considerations
U.S. Federal Income Tax Considerations, page 208
30. Please disclose whether, in counsel's opinion, the Initial Merger will
qualify as an F
Reorganization. If counsel opines that the Initial Merger "should" or
is "more likely than
not" to so qualify, please explain the reasons for some uncertainty in
the opinion and
provide appropriate risk factor disclosure describing risks to
investors of uncertain tax
treatment. Also, if counsel will provide a short-form tax opinion,
please revise to state, if
true, that this discussion constitutes the opinion of counsel. Refer
to Staff Legal Bulletin
No. 19 for further guidance.
Prashant Aggarwal
MoneyHero Ltd
July 5, 2023
Page 9
Unaudited Pro Forma Condensed Combined Financial Statements
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Transaction Accounting Adjustments
Footnote H, page 226
31. It appears there is a typographical error in your disclosure of the
number of CGCL Class
C Warrants. Specifically, it appears the number should be 20,652,495.
Overview, page 259
32. We note that in the first sentence of the fourth paragraph in this
section you refer to "113.7
million Traffic" and note your definition of the term "Traffic" within
your Frequently
Used Terms. However, please revise your disclosure for clarity and
consistency, for
example, to state "113.7 million Traffic sessions" throughout your
proxy
statement/prospectus.
33. At the beginning of the last paragraph at the bottom of page 260, you
disclose the
percentage of 2022 total revenue attributed to several business
activities, including
"internet leads generation" and "marketing service income." Please
revise your disclosure
here and where appropriate to briefly describe the meaning of these
terms and how the
related activities generate income.
34. To the extent possible, disclose the percentage of your organization's
assets that are
located in Hong Kong and other jurisdictions.
High-Quality and Complex Commercial Partnerships, page 262
35. We note your disclosure regarding how your have "built deep alliances
and bespoke
integrations" with your commercial partners and how this translates to
a series of
activities, including rewards management and a deep understanding of
your commercial
partners' "strategic acquisition requirements." Please revise this
section and elsewhere as
appropriate to provide an example of these activities in plain terms
as tied to your business
model.
Content and Channel Partners, page 265
36. We note that the first paragraph of this section relates to
"monetization opportunity."
Please revise this section and elsewhere as appropriate to make clear
how your Creatory
platform or other products result in monetization and, therefore,
revenue generation for
FirstName LastNamePrashant Aggarwal
MoneyHero. We note that you provide a platform for your commercial
partners in the
Comapany NameMoneyHero
financial Ltd however, there is a lack of clarity and
specificity around
services industry,
July 5, MoneyHero's
2023 Page 9 revenue generating activities.
FirstName LastName
Prashant Aggarwal
FirstName
MoneyHeroLastNamePrashant Aggarwal
Ltd
Comapany
July 5, 2023NameMoneyHero Ltd
July 5,102023 Page 10
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FirstName LastName
Marketing, page 274
37. We note your discussion here and in your risk factors regarding your
employment of
"rewards and gifts" as a way to attract Traffic and convert Traffic
into Applications.
Please expand your disclosure here and where appropriate to briefly
describe in greater
detail what these rewards and gifts consist of (e.g., money,
incentives to further activities
on your platform, credits etc.). In this regard, we also note that,
while you have grown
revenues, you continue to experience losses.
Information Related to the MoneyHero Group
Intellectual Property, page 276
38. Please revise to identify the jurisdictions in which the majority of
your intellectual
property rights are held, as well as the jurisdictions in which the
most material of your
intellectual property rights are held.
MoneyHero Group's Management's Discussion and Analysis of Financial Condition
and Results
of Operations
Discussion of Results of Operations
Year ended December 31, 2022 compared to December 31, 2021, page 310
39. Please review your comparative discussion here to ensure each material
fact,
circumstance, or event cited as a source of variability period to
period is quantified. For
example, in your discussion of the increase in revenue, you state that
the overall increase
in revenue is primarily due to an increase in US$5.6 million in
revenue from your internet
leads generation and marketing service income as a result of market
diversification
achieved from growth in the Philippines and product diversification
achieved from growth
in insurance, but do not quantify those underlying reasons. Refer to
the guidance in Item
303(b)(2)(i) of Regulation S-K.
Enforceability of Civil Liabilities, page 370
40. Please revise your disclosure to state whether one or more of your
directors, officers, or
members of senior management are located in the PRC/Hong Kong. If that
is the case, (i)
please state that this is the case and identify the relevant
individuals, and (ii) revise this
section, consistent with Item 101(g) of Regulation S-K, and include a
risk factor
addressing the challenges of bringing actions and enforcing judgements
against such
individuals (i.e., it will be much more difficult to take these
actions).
Exhibit 5.1
41. Please revise the assumptions that the signatures "are those of a
person or persons given
power to execute the Warrant Documents" and that "[a]ll
documents...purporting to be
signed...have been so signed" to exclude your client. In addition,
please revise the seventh
opinion to state that, not only the Warrant Documents, but the
warrants themselves will
Prashant Aggarwal
MoneyHero Ltd
July 5, 2023
Page 11
constitute binding obligations of the company enforceable in accordance
with their
respective terms. Also tell us whether an opinion regarding the warrants
needs to be given
under Hong Kong Law, given that the CGCL Class A Supplemental Deed and
the CGCL
Class C Supplemental Deeds are governed by Hong Kong law.
General
42. 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,
also 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 with a U.S. target
company 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,
if applicable, 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. Disclose, if
applicable, the
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company, and
the warrants,
which would expire worthless.
43. Given that much of your operations and many of the members of senior
management and
of your employees are located in Hong Kong, please tell us what
consideration you gave
to discussing China's Enterprise Tax Law, as well as the related risks
and consequences.
You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-3222 with
any other
questions.
Sincerely,
FirstName LastNamePrashant Aggarwal
Division of
Corporation Finance
Comapany NameMoneyHero Ltd
Office of Trade &
Services
July 5, 2023 Page 11
cc: Joseph Casey
FirstName LastName