Income taxes

4. Please address the following as they relate to adjusted diluted net loss per share in prior comment 4: • Confirm that you will disclose prior year comparative information; • Confirm that you will disclose, at a similar level as you provided in your response letter dated September 18, 2025, the reasons why management believes that adjusting for income/loss relating to equity method securities and the gain/loss on debt securities carried at fair value in arriving at adjusted diluted net loss per share provides useful information to investors; and • Confirm that you will present the income tax effect separately from other non-GAAP adjustments as it does not appear that you have done so in your September 30, 2025 earnings release. Company

Comment 6 : United States Federal Income Tax Consequences, page 121: We note that your discussion of tax consequences is based on the assumption that the Trust will be treated as a grantor trust for U.S. federal income tax purposes. Please revise to provide an opinion as to the tax consequences and describe the reasons for and level of any uncertainty associated with grantor trust status.

Comment 1 : The Staff notes that the fee table in the Fund’s currently effective prospectus dated March 31, 2025 includes an amount of 0.00% for the Fund’s Income Tax Expense line item, whereas in the Fund’s prospectus dated March 31, 2022 (and for prior years), the Fund disclosed a positive amount of Income Tax Expense within the fee table. The Staff notes that Form N-1A, Item 3, Instruction 3(c) provides, in part, that “‘Other Expenses’ include all expenses not otherwise disclosed in the table that are deducted from the Fund’s assets or charged to all shareholder accounts.” Please explain why any Income Tax Expense amounts are not currently included in the fee table in the Fund’s currently effective prospectus, but are discussed in an associated footnote. Please also confirm whether the Fund’s Total Annual Fund Operating Expenses, including the Fund’s Income Tax Expense, is…

Comment 8 – Form N-CSR – Notes to Consolidated Financial Statements – Income Tax Information and Distributions to Shareholders Please supplementally explain why the tax-basis components of dividends paid (ordinary income distributions, long-term capital gains distributions and return of capital distributions) disclosure is not included pursuant to FASB ASC 946-505-50-5. The Staff notes that the disclosure should reflect the two most recent fiscal year-ends .

1. Please include a question and answer that addresses the material U.S. federal income tax consequences, if any, of the Merger to Angion stockholders.

1. We note your response to comment 1 and your proposed revised disclosure. We note therein the references to depreciation, amortization and deferred income taxes as factors contributing to the change in operating cash. Note these are noncash factors that do not affect cash. In regard to your disclosure in the Form 10-Q for the quarterly period ended January 31, 2023, we note the material change between periods in income taxes presented in the operating and supplemental sections of the statement of cash flows but did not note inclusion in your analysis of the impact of income taxes on operating cash flows. Note the requirement within Item 303(b) of Regulation S-K to describe the underlying reasons for material changes from period to period reflected in the financial statements, including where material changes within a line item offset one another. Please consider these items in your…

5. We note numerous representations as to the tax consequences affecting investors. For example, on page 119, we note your representation that if the business combination qualifies as a reorganization under either Section 368(a) of the Code then U.S. holders "will generally not recognize a gain or loss" for U.S. federal income tax purposes on their shares. We also note that your disclosure that the Merger is not conditioned on the receipt of opinions from ArentFox Schiff LLP to the effect that the Merger will qualify as a as a “reorganization” within the meaning of Section 368(a) of the Code. Please note that a tax opinion is required where the tax consequences are material to an investor and a representation as to tax consequences is set forth in the filing. Refer to Item 601(b)(8) of Regulation S-K. To support your conclusions about the tax consequences of the business combination,…

Comment 6 : Please present the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments. Refer to ASC 220-10-45-12.

Comment : In the discussion of the U.S. federal income tax consequences of the Merger on page 8 of the Registration Statement, please consider cross-referencing the subsequent Q&A regarding the estimated brokerage commissions or other transaction costs associated with the Merger for additional information about the repositioning.

7. We note your statements in the first paragraph that “The following discussion summarizes certain U.S. federal income tax considerations ….”, in the second paragraph that “This discussion is limited to certain U.S. federal income tax considerations ….”, and in the legend that “THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ….” Please revise to delete the word “certain” from the noted sentences.

22. We note your response to comment 34. We also note your disclosure on page 10 stating that holders of InFinT Class A ordinary shares and warrants will retain InFinT ordinary shares and warrants and will not receive any consideration or any additional InFinT ordinary shares or warrants in the business combination, and therefore there are no material U.S. federal income taxes. Given this statement, please tell us why you have registered the New Seamless ordinary shares and new seamless warrants to purchase ordinary shares. Please also tell us the exemption you are relying upon to issue the 40,000,000 New Seamless ordinary shares to Seamless shareholders.

1. You had income from continuing operations before income taxes of $11,885 on revenues of $429,368 in the United States in 2022. This represents an income from continuing operations before income taxes margin of 2.8%. You had income from continuing operations of $69,404 on revenues of $305,971 outside the United States in 2022. This represents an income from continuing operations before income taxes margin of 22.7%. Please discuss and analyze the reasons for the low income from continuing operations before income taxes in the United States and the higher income from continuing operations before income taxes outside the United States.

16. Please tell us why your pro forma financial information does not reflect any income tax adjustments for either the nine months ended September 30, 2022 or year ended December 31, 2021.

2. Please revise your statement of operations to present a separate line item for equity in earnings of unconsolidated subsidiaries after income or loss before income tax expense. We note from your disclosure in Note 17 that your equity in earnings of unconsolidated subsidiaries for the year ended March 31, 2021 was significant to both pre-tax and net income. See guidance in Rule 5-03 of Regulation S-X. Also, in periods where amounts related to your equity method investments are material to the financial statements, please include the disclosures required by ASC 323-10-50-3 and Rule 4-08(g) of Regulation SX. Company

Comment 5: In the Q&A regarding the U.S. federal income tax consequences of the Reorganization, the third and fourth sentences of the paragraph are unclear and duplicative of the last two sentences in the paragraph.

Comment 10: In Section B, under the heading “U.S. Federal Income Tax Status of the Reorganization,” in the sentence that begins “The opinion will be based,” remove the clause “but cannot be free from doubt.”

Comment 16: In the Q&A regarding the U.S. federal income tax consequences of the Reorganization, revise the following disclosure to reflect that there is minimal, if any, portfolio turnover expected in connection with the Reorganization: “A portion of the portfolio assets of the Target Fund may be sold by the Acquiring Fund following the Reorganization. Any such sales will cause the Acquiring Fund to incur transaction costs.”

Comment 12: On page 2 in the Q&A, in the discussion on the U.S. federal income tax consequences of the Reorganization, in first full bullet, revise the clause that begins with “except that gain or loss may be recognized” so that it is in Plain English.

Comment 24: On page 18, under “U.S. Federal Income Tax Status of the Reorganization,” revise the first two sentences of the third full paragraph to conform to other discussions in the Registration Statement regarding the portfolio overlap and percentage of assets that are expected to be sold in connection with the reorganization.

Comment 46: On page 17, under “U.S. Federal Income Tax Status of the Reorganization,” either confirm that this disclosure is tailored to fact that the Target Fund and the Acquiring Fund are offered to separate accounts as underlying investments for Contracts, or so tailor the disclosure. In addition, ensure that the tax opinion filed with the WAT Registration Statement is appropriately tailored for variable annuity and insurance products.

14. To the extent practicable, quantify the anticipated amounts owed, including penalties, to the IRS. In this regard, we note the DLQ financial projections on page 82 appear to suggest you expect a $2.6M income tax expense in 2023.

Comment : On Page 62, within the section discussing the risks associated with OID securities, please include the following risks: a. Use of PIK and OID securities may provide certain benefits to the fund’s adviser including increasing management fees and incentive compensation; b. The Fund may be required under the tax laws to make distributions of OID income to shareholders without receiving any cash. Such required cash distributions may have to be paid from offering proceeds or the sale of fund assets; and c. The required recognition of OID, including PIK, interest for U.S. federal income tax purposes may have a negative impact on liquidity, because it represents a non-cash component of the Fund’s taxable income that must, nevertheless, be distributed in cash to investors to avoid it being subject to corporate level taxation.

44. Please revise the headings throughout this section, beginning on page 87, to remove references to "certain" material U.S. federal income tax consequences. The tax disclosure in the prospectus should address each material federal tax consequences.

45. We note your disclosure that "[t]t is intended that, for U.S. federal income tax purposes, the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code." Please revise here to state clearly whether the transaction will qualify as a reorganization and provide an opinion as to the material tax consequences of the merger. If there is uncertainty regarding the tax treatment of the transactions, counsel may issue a "should" or "more likely than not" opinion to make clear that the opinion is subject to a degree of uncertainty, and explain why it cannot give a firm opinion. Please revise your risk factor disclosure accordingly. Refer to Section III.C of Staff Legal Bulletin No. 19.

22. We note your response to prior comment 41. We note your disclosure that there will be no material U.S. federal income tax consequences to U.S. Holders of Energem Class A Ordinary Shares and warrants as a result of the Business Combination. Please provide a tax opinion covering the material federal tax consequences of the transaction to the holders of Energem’s securities and revise your disclosure accordingly. Please refer to Item 601(b)(8) of Regulation S-K, per Item 21(a) of Form S-4. For guidance in preparing the opinion and related disclosure, please refer to Section III of Staff Legal Bulletin No. 19, which is available on our website.

8. For discontinued operations for the nine months ended 2022, we note the relatively large amount of income, net of income taxes with a relatively large amount of net cash used by operating activities. Please explain to us the factors that contributed to this use of operating cash flows.

Comment : With respect to the section of the Proxy Statement/Prospectus titled “ INFORMATION ABOUT THE PROPOSED REORGANIZATIONS – Federal Income Tax Consequences – General Limitations on Capital Losses. ”, please include the available capital loss carryforward amount for each Target Fund, if applicable, and the ability to carry forward the losses indefinitely as of the most practicable date or at least as of the most recent fiscal year end. U.S. Securities and Exchange Commission Attention: Melissa McDonough January 18, 2023 Page 5

2. Your response to prior comment 8 states that the adjustment for the discrete income tax item in the December 31, 2020 reconciliation of Adjusted Net Income (Loss) relates to the valuation allowance recorded that year. Please explain why this adjustment is appropriate as it appears to result in an individually tailored recognition method. For additional guidance, see Question 100.04 of the Compliance and Disclosure Interpretations on Non- GAAP Financial Measures.

2. We note you disclose operating income, income before income taxes and net income (loss) for each of your reportable segments. Considering you disclose more than one measure of segment profit or loss, please revise to disclose only one measure that you believe is determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amount in the consolidated statements of operations. Refer to ASC 280-10-50-28. In addition, to the extent that the measures that are not identified as the segment measure of profit or loss under ASC 280 are presented outside the consolidated financial statements, please label them as non-GAAP financial measures and provide the required disclosures under Item 10(e) of Regulation S-K.

1. Please provide us with the disclosures you intend to provide in your next earnings release to explain to investors why you recognized no income tax expense adjustment on $13.8 million of non-GAAP net income in a three-year cumulative income position.

3. We note from your response to prior comment 3 that you recorded a valuation allowance against your deferred tax assets as of September 30, 2022. Please clarify if you have a full valuation allowance against your deferred tax assets as of September 30, 2022. Also given the significant impact to your income tax expense for the nine months ended September 30, 2022, revise your footnote to provide detailed disclosure regarding this change. Refer to FASB ASC 740-270-50-1.

Comment : In lieu of the disclosure that “A withdrawal made to pay [advisory fees and expenses] is subject to the same withdrawal provisions described in the “Withdrawal Provisions” section,” please identify such provisions with greater specificity—e.g., that such withdrawals may be subject to federal and state income taxes, tax penalties and certain restrictions.

Comment : Please ensure that the disclosure regarding the 10% Federal Income tax penalty is included in the earlier prospectus disclosure regarding the potential consequences of making a withdrawal for sake of the advisory fee.