Exhibit 10.7


 


November
23, 2021


 


InFInT
Acquisition Corporation


32
Broadway, Suite 401


New
York, NY 10004


 


	 	Re:	Initial
    Public Offering


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and among InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
EF Hutton, division of Benchmark Investments, LLC (previously known as Kingswood Capital Markets, division of Benchmark Investments,
LLC) (the “Representative”) of the underwriters including JonesTrading (the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”) of up to 19,999,880 of the Company’s units (including up to 2,608,680
units that may be purchased pursuant to the Underwriters’ option to purchase additional units), each comprised of one of the Company’s
Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each
whole warrant, a “Warrant”) (the “Units”). Each Warrant entitles the holder thereof to purchase one Ordinary
Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission
(the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, InFinT Capital LLC, (the “Sponsor”)
and each of the undersigned persons, each of whom is a member of the Company’s board of directors and/or management team or special
advisors and each Underwriter, solely in their capacity as a stockholder of the Company (each, an “Insider” and, collectively,
the “Insiders”) hereby agree with the Company as follows:


 


1.
Definitions. As used herein,


 


(i)
“Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses or entities;


 


(ii)
“Founder Shares” shall mean the 5,733,084 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding
prior to the consummation of the Public Offering;


 


(iii)
“Private Placement Warrants” shall mean the warrants to purchase Ordinary Shares of the Company that will be acquired by
the Sponsor for an aggregate purchase price of up to $7,032,580 (or up to $7,796,842 if the Underwriters’ exercise their option
to purchase additional units), or $1.00 per Warrant, in a private placement that shall close simultaneously with the consummation of
the Public Offering (including Ordinary Shares issuable upon conversion thereof);


 


(iv)
“Public Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering;


 


(v)
“Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering;


 


(vi)
“Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale
of the Private Placement Warrants shall be deposited;


 




    	 



     


    

 


(vii)
“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security,
(b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b); and


 


(viii)
“Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be
amended from time to time


 


(ix)
“Working Capital Warrants” shall mean up to 1,500,000 warrants identical to the Private Placement Warrants that may be issued
in exchange for working capital loans made to the Company by the Sponsor or certain of the Company’s officers or directors.


 


2.
Representations and Warranties.


 


(a)
The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has
the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition
or non- solicitation agreement with any employer or former employer), to enter into this Letter Agreement, as applicable, and to serve
as an officer of the Company and/or a director on the Company’s Board of Director (the “Board”), as applicable, and
each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or director of the
Company, as applicable.


 


(b)
Each Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished
to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not
omit any material information with respect to such Insider’s background. The Insider’s questionnaire furnished to the Company
is true and accurate in all material respects. Each Insider represents and warrants that such Insider is not subject to or a respondent
in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction; such Insider has never been convicted of, or pleaded guilty to, any crime
(i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings
in any securities and such Insider is not currently a defendant in any such criminal proceeding; and such Insider has never been suspended
or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked.


 


3.
Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding
a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself
or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with
such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by
it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board
in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with
such shareholder approval.


 




    	 



     


    

 


4.
Failure to Consummate a Business Combination; Trust Account Waiver.


 


(a)
The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate
its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable
steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible
but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
release to the Company to pay income taxes (which interest shall be net of taxed payable and less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and
dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims
of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose
any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to allow redemptions in
connection with the Company’s initial Business Combination or the Company’s obligation to redeem 100% of the Public Shares
if it does not complete an initial Business Combination within the time period required by the Charter, or (ii) with respect to any other
provision relating to the rights of Public Shareholders or pre-initial Business Combination activity unless the Company provides its
Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), if any, divided by the
number of then-outstanding Public Shares.


 


(b)
The Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest
or claim of any kind in or to any monies held in the Trust Account as a result of any liquidation of the Company with respect to the
Founder Shares held by it, her or him, if any. The Sponsor and each of the Insiders hereby further waive, with respect to any Founder
Shares and Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with the consummation
of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such
Business Combination or a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the
Company’s obligation to allow redemptions in connection with the Company’s initial Business Combination or to redeem 100%
of the Public Shares if it does not complete an initial Business Combination within the time period required by the Charter, or (ii)
with respect to any other provision relating to the rights of Public Shareholders or pre-initial Business Combination activity (although
the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails
to consummate a Business Combination within the required time period set forth in the Charter).


 


5.
Lock-up; Transfer Restrictions.


 


(a)
The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the
earliest of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial
Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in
all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the
“Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price
of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 30 days after
the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.


 


(b)
The Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or Working Capital Warrants
or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business Combination.


 




    	 



     


    

 


(c)
Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Ordinary
Shares underlying the Private Placement Warrants, Working Capital Warrants and Ordinary Shares underlying the Working Capital Warrants
are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers
or directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates; (b) in the case of an individual,
as a gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s
immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of
descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with
the consummation of a Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally
purchased; (f) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon dissolution of the Sponsor;
(g) in the event of the Company’s liquidation prior to the completion of a Business Combination; (h) by Sponsor to each Underwriter
pursuant a transfer agreement between the Sponsor and each Underwriter each entered into on November 23, 2021 or (i) in the event of,
subsequent to the completion of an initial Business Combination, the Company’s completion of a liquidation, merger, share exchange
or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (f) these permitted transferees
must enter into a written agreement agreeing to be bound by these transfer restrictions.


 


(d)
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representative (and in the case of Representative as a stockholder,
also with the consent of the Company and only if such waiver does not conflict with FINRA Rule 5110), Transfer any Units, Ordinary Shares,
Private Placement Warrants, Working Capital Warrants or other warrants or any other securities convertible into, or exercisable or exchangeable
for, Ordinary Shares held by it, her or him, as applicable.


 


6.
Remedies. The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company
would be irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under
paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party
shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of
such breach.


 


7.
Payments by the Company. Except as disclosed in the Prospectus or permitted by the Underwriting Agreement, neither the Sponsor
nor any affiliate of the Sponsor nor any director or officer of the Company nor any affiliate of the officers shall receive from the
Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation prior
to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination
(regardless of the type of transaction that it is).


 


8.
Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’
and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


9.
Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and
(ii) the liquidation of the Company.


 


10.
Indemnification. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial
Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify
and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to,
any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending
or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products
sold to the Company (except for the Company’s independent auditors) or (ii) a prospective target business with which the Company
has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure
that such claims by a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds
in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust
Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of
the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all
rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under
the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,
as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to
the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company
in writing that it shall undertake such defense.


 




    	 



     


    

 


11.
Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their option to purchase additional Units within
45 days from the date of the Prospectus in full or such option is reduced (in each case, as further described in the Prospectus), the
Sponsor agrees to automatically surrender to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder
Shares so that the number of Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding
at such time. The Sponsor and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased,
the Company will effect a share capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior
to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total
number of Ordinary Shares and Founder Shares outstanding at such time.


 


12.
Entire Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of
the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written
or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.


 


13.
Assignment. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder
without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on
the Sponsor, each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted
transferees.


 


14.
Counterparts. This Letter Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


15.
Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall
not affect the interpretation thereof.


 


16.
Severability. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.
Governing Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction
and venue or that such courts represent an inconvenient forum.


 


18.
Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement
shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile transmission.


 


[Signature
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	 	Sincerely,
	 	 
	 	INFINT
    CAPITAL LLC
	 	 	 
	 	By:	/s/
    Alexander Edgarov
	 	Name:
    	Alexander
Edgarov
	 	Title:
    	Managing
Member
	 	Date:	November
23, 2021


 


[Signature
Page to Letter Agreement]


 




    	 



     


    

 


Acknowledged
and Agreed:


 


	Signature	 	Title	 	Date
	 	 	 	 	 
	/s/
    Alexander Edgarov	 	Chief
    Executive Officer 	 	November
    23, 2021
	Alexander
    Edgarov	 	 	 	 
	 	 	 	 	 
	/s/
    Sheldon Brickman	 	Chief
    Financial Officer 	 	November
    23, 2021
	Sheldon
    Brickman	 	(Principal
    Financial and Accounting Officer)	 	 
	 	 	 	 	 
	/s/
    Eric Weinstein	 	Chairman
    of the Board	 	November
    23, 2021
	Eric
    Weinstein	 	 	 	 
	 	 	 	 	 
	/s/
    Jing Huang 	 	Director	 	November
    23, 2021
	Jing
    Huang	 	 	 	 
	 	 	 	 	 
	/s/
    Dave Cameron	 	Director	 	November
    23, 2021
	Dave
    Cameron	 	 	 	 
	 	 	 	 	 
	/s/
    Kevin Chen	 	Director	 	November
    23, 2021
	Kevin
    Chen	 	 	 	 
	 	 	 	 	 
	/s/
    Andrey Novikov	 	Director	 	November
    23, 2021
	Andrey
    Novikov	 	 	 	 
	 	 	 	 	 
	/s/
    Michael Moradzadeh	 	Director	 	November
    23, 2021
	Michael
    Moradzadeh	 	 	 	 


 




    	 



     


    

 


Acknowledged
and Agreed:


 


	Benchmark
    Investments LLC, as holder of Representative Shares	 
	 		 
	By:	/s/
    Sam Fleischman	 
	Name: 
    	Sam Fleischman	 
	Title:	Supervisory Principal	 
	Date:
    	November
23, 2021  	 


 


	/s/ David Boral	 
	David
    Boral, as holder of Representative Shares	 
	 	 
	/s/ Joseph T. Rallo	 
	Joseph
    T. Rallo, as holder of Representative Shares	 


 


Acknowledged
and Agreed:


 


	JonesTrading
    Institutional Services LLC, as holder of Representative Shares	 
	 		 
	By:	/s/
    Burke Cook	 
	Name: 
    	Burke Cook	 
	Title:	General Counsel	 
	Date:
    	November
23, 2021  	 


 


Acknowledged
and Agreed:


 


InFinT
Acquisition Corporation


 


	By:
    	/s/
Sheldon Brickman	 
	Name:
    	Sheldon
    Brickman	 
	Title:
    	Chief
    Financial Officer	 
	Date:	November
    23, 2021	 


 


[Signature
Page to Letter Agreement]