United States securities and exchange commission logo
November 20, 2023
Prashant Aggarwal
Chief Executive Officer
MoneyHero Limited
70 Shenton Way
#18-15, EON Shenton, S079118
Singapore
Re: MoneyHero Limited
Registration
Statement on Form F-1
Filed October 27,
2023
File No. 333-275205
Dear Prashant Aggarwal:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1. Disclose the exercise
prices of the warrants compared to the market price of the
underlying securities.
Given the warrants appear to be out the money, disclose the
likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure
in the risk factors
section, and in each place disclose that cash proceeds associated with
the exercises of the
warrants are dependent on the stock price. As applicable, describe the
impact on your
liquidity and update the discussion on the ability of your company to fund
your operations on a
prospective basis with your current cash on hand.
2. Highlight the
significant negative impact sales of shares on this registration statement
could have on the
public trading price of the PubCo Class A Ordinary Shares.
Prashant Aggarwal
FirstName
MoneyHeroLastNamePrashant Aggarwal
Limited
Comapany 20,
November NameMoneyHero
2023 Limited
November
Page 2 20, 2023 Page 2
FirstName LastName
3. In the third paragraph on your prospectus cover, revise to highlight
any differences in the
current trading price, the prices that the selling securityholders
acquired their shares and
warrants, and the price that the public securityholders acquired their
shares and warrants.
Please also disclose the potential profit the selling securityholders
will earn based on the
current trading price.
Prospectus Summary
Overview, page 1
4. Please expand your discussion in this section to reflect the fact that
this offering involves
the potential sale of a substantial portion of shares for resale and
discuss how such sales
could impact the market price of the company s common stock. Your
discussion should
highlight the fact that beneficial owners of over 80% of your
outstanding shares will be
able to sell all of their shares for so long as the registration
statement of which this
prospectus forms a part is available for use.
Risk Factors
The securities being offered in this prospectus represent a substantial
percentage of PubCo s
outstanding shares..., page 57
5. We note your risk factor highlighting the negative pressure potential
sales of shares
pursuant to this registration statement could have on the public
trading price of the Class
A Ordinary Shares. To illustrate this risk, please expand your risk
factor to disclose the
percentage that the shares being registered for resale currently
represent of the total
number of shares outstanding.
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.
Please contact Alyssa Wall at 202-551-8106 or Taylor Beech at
202-551-4515 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Steve Lin