United States securities and exchange commission logo





                              June 5, 2024

       Lim Chun Hoo
       Chief Executive Officer and Director
       Fintech Scion Limited
       M Floor & 1st Floor
       No. 33, Jalan Maharajalela
       50150, Kuala Lumpur, Malaysia

                                                        Re: Fintech Scion
Limited
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            May 10, 2024
                                                            File No. 333-278956

       Dear Lim Chun Hoo:

                                                        We have reviewed your
registration statement and have the following comment(s).

              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.

       Amendment No. 1 to Registration Statement on Form S-1 filed May 10, 2024

       Overview, page 4

   1.                                                   With a view to
providing more balanced disclosure, please disclose here the amount of
                                                        your revenue for the
most recently completed fiscal year and your net income/loss for the
                                                        most recently completed
fiscal year.
   2.                                                   Please clarify here
that you currently operate in, and derive the bulk of your revenue from,
                                                        the United Kingdom and
Malaysia.
   3.                                                   Please balance the
aspirational statements in this section with details about your actual
                                                        business operations.
For example, in the fourth paragraph, where you state your "current
                                                        clientele encompasses
an array of enterprises and organizations, spanning varied
                                                        sectors," please
describe the industry sectors and types of customers you serve. If possible,
                                                        please provide specific
examples. In addition, in the same paragraph, please identify the
                                                        "specific subset of
online businesses that grapple with establishing and maintaining
 Lim Chun Hoo
FirstName  LastNameLim   Chun Hoo
Fintech Scion Limited
Comapany
June 5, 2024NameFintech Scion Limited
June 5,
Page 2 2024 Page 2
FirstName LastName
         physical bank accounts across multiple territories" that you are
referring to and explain
         why you think this is notable. Please make conforming revisions
throughout the
         prospectus.

Prospectus Summary, page 4

4.       To the extent applicable, please revise here to disclose that certain
shareholders may have
         significant control over your company following the completion of this
offering. In this
         regard, we note your risk factor disclosure on page 36 that Lim Chun
Hoo "has ownership
         of approximately 14.88% of [y]our equity securities . . . and has the
ability to exercise
         significant control over [y]our business policies and other corporate
matters, including, the
         composition of our board of directors and any actions requiring the
approval of our
         shareholders, including the adoption of amendments to [y]our articles
of incorporation, the
         approval of a merger, share exchange or sale of substantially all of
[y]our assets."
Competitive Strengths, page 6

5.       We note your disclosure here and elsewhere discussing the "three
layers" of the
         competitive landscape. However, we also note that the tabular
disclosure here illustrates
         four layers. Please advise or revise here and elsewhere as appropriate
to address this
         discrepancy.
Corporate History and Structure, page 8

6.       Please revise the diagram of your corporate structure on page 9 to
identify the person(s) or
         entity(ies) that own the remaining 45% equity interest of HWG Cash
Singapore Pte Ltd.
         In this regard, we note that FintechCashier Asia P.L.C. only appears
to own 55% of the
         HWG Cash Singapore's equity.
Risk Factors, page 16

7.       We note your disclosure on page F-17 that "inflationary pressures also
caused [y]our
         forecasted expenses to increase" during the fiscal year ended December
31, 2023. To the
         extent applicable, please update your risk factors to disclose how
recent inflationary
         pressures have materially impacted your business and operations. As
examples only,
         identify the types of inflationary pressures you are facing and how
your business has been
         affected.
8.       We note your disclosure on page F-17 that your "discounted cash flows
utilized a higher
         risk-adjusted discount rate for the 2023 impairment test, primarily
due to central banks
         raising interest rates in 2023." To the extent applicable, please
update your risk factors to
         disclose the material impact of any rate increases on your operations
and how your
         business has been affected. For example, describe whether your
borrowing costs have
         recently increased or are expected to increase and your ability to
pass along your
         increased costs to your customers.
 Lim Chun Hoo
FirstName  LastNameLim   Chun Hoo
Fintech Scion Limited
Comapany
June 5, 2024NameFintech Scion Limited
June 5,
Page 3 2024 Page 3
FirstName LastName
We have a limited operating history with financial results that may not be
indicative of future
performance . . ., page 16

9.       Please revise the risk factor and risk factor heading to clearly
disclose your history of net
         losses.
Our reliance on the platform and internal systems from third parties may
adversely affect our
business operations . . ., page 19

10.      We note your disclosure that you are "are dependent on our
relationship with a third-party
         platform provider to provide us with a platform that facilitates
transactions across various
         payment options . . . and also facilitates user management services."
To the extent your
         business is materially dependent on this relationship, please revise
to identify the third-
         party platform and disclose the material terms of any agreements you
have with it. Also,
         please file any such agreements as exhibits to the registration
statement or tell us why you
         believe you are not required to do so. See Item 601(b)(10) of
Regulation S-K.
We are subject to chargeback and refund liability risk when our merchants
refuse to or cannot
reimburse chargebacks . . ., page 26

11.      We note your disclosure here that you "are currently, and will
continue to be, exposed to
         certain risks associated with chargebacks and refunds in connection
with payment card
         fraud or relating to the goods or services provided by our merchant
customers." To the
         extent your business has been materially affected by risks associated
with
         such chargebacks and refunds, please state as much.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 46

12.      Please provide a more robust analysis of your result of operations.
For example, expand
         your discussion of the impact of the restructuring transactions on
cost of sales and the
         changes in selling expenses and general and administrative expenses to
address the
         underlying reasons for changes in qualitative terms. Please refer to
Item 303(b) of
         Regulation S-K.
Business, page 49

13.      Please provide a fuller description of your core business activities.
In doing so, please be
         as specific as possible. Please refer to Item 101(h) of Regulation
S-K.
14.      With a view to providing investors with a complete and balanced
picture of your business
         and revenues, please disclose here, in the prospectus summary and
elsewhere as
         appropriate, a breakdown of revenue for each of your major services.
For example, it
         appears that you generate revenue from six services: payment services;
business
         accounts; SEPA and SWIFT payments; foreign exchange conversion;
acquirer
         services; and whitelabelling. However, it is not clear how much each
of these services
 Lim Chun Hoo
Fintech Scion Limited
June 5, 2024
Page 4
         contributes to your revenue. If any of these services are currently
dormant or aspirational,
         or if you have not yet generated revenue from them, please make this
clear in the
         disclosure.
Market Opportunity, page 56

15.      We note your representations on page 58 that the Payment Gateway
Market in the
         Technology Layer is "expected to grow to $174.4 billion in 2027" and
the Payment
         Processing Market in the Payment Layer is "expected to grow to $116.2
billion in 2027."
         Please revise to disclose the sources of these statements. In
addition, please provide
         context for the significance to you of the overall dollar value of
these markets by
         clarifying how much of them you believe you would be in a position to
address in light of
         your resources.
Government Regulations
Privacy and information security regulations, page 62

16.      We note your reference here and page 64 to "the Bank." However, this
entity does not
         appear to be discussed or otherwise referenced within your
registration statement. Please
         advise or revise to describe or define this entity.
Certain Relationships and Related Party Transactions, page 77

17.      If any two of these entities (the Company, Fintech, FintechAsia and/or
CICO) had any
         common owners and/or related parties before their respective
transactions, please disclose
         their names, any positions held at each entity and the percentages of
ownership in each
         entity before and after the transactions. Also, clearly disclose any
other related party
         relationships between each of these entities. For example, based on
your disclosure on
         page F-10, it appears that CICO and the Company may have common
ownership, but who
         the common owners are, the extent of common ownership and any other
related party
         relationships are not disclosed.
Audited Consolidated Financial Statements, page F-1

18.    Please confirm that the statements of operations and comprehensive
income (loss),
       stockholders' equity, and cash flows for periods prior to November 30,
2022 are those of
       Fintech (the accounting acquirer) and do not include any of the
Company's or
       FintechAsia's operations, changes in equity (except for the Company's
capital structure) or
       cash flows. Otherwise, tell us how your accounting for the November 30,
2022 reverse
       acquisition complies with GAAP. Also, tell us why the 101.667 million
shares issued to
       Fintech (per page F-9) are not reflected as outstanding in your
statements of stockholders'
FirstName LastNameLim Chun Hoo
       equity just before the reverse merger with the 97.076 million shares
effectively issued to
Comapany   NameFintech
       the Company    (per Scion Limited
                           page F-9) being reflected as issued on November 30,
2022. Refer to
June 5,ASC
        2024805-40-45.
              Page 4
FirstName LastName
 Lim Chun Hoo
FirstName  LastNameLim   Chun Hoo
Fintech Scion Limited
Comapany
June 5, 2024NameFintech Scion Limited
June 5,
Page 5 2024 Page 5
FirstName LastName
Consolidated Balance Sheet, page F-4

19.      Please tell us your basis in GAAP for presenting a line item for
merger reserves of $55
         million on your balance sheet. Cite the GAAP literature you are
relying upon and explain
         how you are applying it.
Consolidated Statements of Income or Loss and Comprehensive Income or Loss,
page F-5

20.      Please tell us how you computed the average number of common shares
outstanding in
         each period presented. In doing so, explain your basis in GAAP for
treating the 97.076
         million shares effectively issued to the Company on November 30, 2022
as outstanding
         for all of 2022. Also, explain your basis in GAAP for treating the 100
million shares
         issued to CICO on October 11, 2023 as outstanding for all of 2023.
Refer to ASC 260 and
         ASC 805-40-45-3 through 45-5. Additionally, tell us the dollar amounts
recorded in each
         line item of your statements of income or loss for each period
presented related to the
         CICO asset acquisition and the dates you started and stopped
reflecting these amounts in
         your statements of income or loss. Please also tell us the dollar
amounts of the various
         assets and liabilities reflected on your December 31, 2023 balance
sheet related to the
         CICO asset acquisition and explain your GAAP basis for keeping these
assets and
         liabilities and 100 million shares issued to CICO on your balance
sheet after the Company
         and CICO mutually agreed to unwind the transaction on December 27,
2023.
Note 1. Organization and Business, page F-8

21.      Your subsidiary, HWG Cash Singapore Pte Ltd, is engaged in trading
digital assets.
         Please explain in greater detail the nature and extent of this
entity's digital asset activities
         and the accounting policies applied.
Restructuring Transactions
Disposal of ASB and VOM, page F-10

22.      We note you recorded a gain on disposal of subsidiaries of $5.5
million as other income
         for the year ended December 31, 2022. Tell us how you considered the
guidance of ASC
         205-20-45 in determining that the disposals of ASB and VOB did not
represent a strategic
         shift and did not qualify as discontinued operations.
Note 5. Goodwill, page F-17

23.      Please tell us the amount of goodwill allocated to each reporting unit
as of each balance
         sheet date. If any goodwill was allocated to Fintech in the November
30, 2022 reverse
         merger, please also explain your basis in GAAP for doing so.
General

24.      We note that in addition to an underwritten primary offering by the
registrant, the
         registration statement covers potential resales by the Selling
Stockholders. Please tell us
 Lim Chun Hoo
Fintech Scion Limited
June 5, 2024
Page 6
       why the resale transaction is not an indirect primary offering that is
part of the distribution
       constituting your initial public offering. In this regard, we note the
Selling Stockholders
       do not appear to be subject to any of the lock-up provisions described
in the prospectus
       and can sell at the same time as the underwriter for the firm commitment
offering, for the
       same price. Additionally, it appears that both the primary offering and
the resale
       transactions are conditioned on you receiving approval to list on
Nasdaq. If the selling
       security holders are engaged in an indirect primary offering, then the
selling security
       holders would be statutory underwriters under Section 2(a)(11) of the
Securities Act of
       1933, as amended, and must therefore be identified in the prospectus as
underwriters
       (N.B., the existing "may" language would be insufficient). In addition,
as statutory
       underwriters conducting an indirect primary offering, the selling
security holders would
       need to offer and sell their securities at a fixed price for the
duration of the offering; it
       would not be possible for it to sell at market prices later. For
guidance, please refer to
       Question 612.09 of our Securities Act Rule Compliance and Disclosure
Interpretations,
       which is available on our website.
        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 Scott Stringer at 202-551-3272 or Rufus Decker at
202-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any
other
questions.



                                                               Sincerely,
FirstName LastNameLim Chun Hoo
                                                               Division of
Corporation Finance
Comapany NameFintech Scion Limited
                                                               Office of Trade
& Services
June 5, 2024 Page 6
cc:       Jeffrey Fessler
FirstName LastName