United States securities and exchange commission logo
December 18, 2023
Prashant Aggarwal
Chief Executive Officer
MoneyHero Limited
70 Shenton Way
#18-15, EON Shenton, S079118
Singapore
Re: MoneyHero Limited
Amendment No. 1 to
Registration Statement on Form F-1
Filed November 28,
2023
File No. 333-275205
Dear Prashant Aggarwal:
We have reviewed your
amended registration statement and have the following comment.
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.
Unless we note otherwise,
any references to prior comments are to comments in our November 20,
2023 letter.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1. We note your amended
disclosure in response to prior comment 2, specifically regarding
the potential increase
in volatility. Please revise throughout to also discuss the dilutive
impact of any warrants
that are exercised for ordinary shares.
Prashant Aggarwal
FirstName
MoneyHeroLastNamePrashant Aggarwal
Limited
Comapany18,
December NameMoneyHero
2023 Limited
December
Page 2 18, 2023 Page 2
FirstName LastName
Please contact Alyssa Wall at 202-551-8106 or Cara Wirth at 202-551-7127
with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Steve Lin