Currenc Group Announces Proposed Reverse Merger with Animoca Brands Corporation Limited

Rhea-AI Summary

Currenc Group (Nasdaq: CURR) entered a non-binding term sheet to acquire 100% of Animoca Brands via a proposed reverse merger, creating a Nasdaq-listed digital assets conglomerate focused on digital asset investments, RWA tokenization, and blockchain applications.

Under the proposal Animoca shareholders would own ~95% of the combined company and Currenc shareholders ~5%; Currenc expects to authorize a dual-class share structure and the resulting entity would operate under the Animoca Brands name. Closing is expected in 2026, subject to due diligence, definitive agreements, shareholder and regulatory approvals, and stock exchange consents. Currenc intends to spin off its AI and remittance businesses to current shareholders prior to closing.

Positive

• Animoca shareholders to own approximately 95% of combined company
• Deal aims to create a Nasdaq-listed diversified digital assets conglomerate
• Spin-off of Currenc's AI and remittance businesses to current shareholders prior to close
• Transaction targets closing in 2026, providing a clear timeline

Negative

• Current Currenc shareholders would hold only ~5% post-merger, causing substantial dilution
• Transaction is based on a non-binding term sheet and remains subject to due diligence and approvals
• Dual-class share authorization may concentrate voting power after closing

Insights

M&A strategist

Proposed reverse merger would reshape Currenc into a Nasdaq-listed digital-asset conglomerate if approvals complete in 2026.

The transaction proposes Currenc to acquire 100% of Animoca Brands via a reverse merger that would leave Animoca shareholders with approximately 95% ownership and Currenc holders with about 5%, and would introduce a dual-class share structure and combined board representation. This structure signals a control tilt toward Animoca Brands, and the plan to operate under the Animoca Brands name clarifies strategic leadership and branding post-closing.

Key dependencies include completion of due diligence, shareholder approvals, regulatory and stock exchange consents, and the separate spin-off of Currenc's AI and remittance operations prior to closing; each is a discrete execution risk that could delay or alter the deal. The three-month exclusivity window creates a near-term timeline to settle material terms, but does not remove standard closing contingencies.

Watch the definitive agreements, regulator commentary, shareholder votes, and successful completion of the planned spin-off through 2026 as the main milestones indicating transaction viability within a 6–18 month horizon.

Digital-asset regulatory and strategy expert

The combined entity would offer Nasdaq exposure to a broad digital-asset portfolio, but it hinges on approvals and the successful spin-off of Currenc’s legacy units.

By consolidating Animoca Brands’ diversified investments and token holdings with Currenc’s public listing, the proposal creates a single public vehicle exposing stakeholders to crypto tokens and RWA initiatives; the announcement lists specific assets and partnerships that the combined treasury and JV activity would encompass. The dual-class share plan and large ownership allocation to Animoca shareholders materially affect governance and investor economics.

Regulatory scrutiny will likely focus on token holdings, the planned regulated stablecoin JV, and the scheme-of-arrangement process in Australia; clearance from relevant securities and exchange authorities is an explicit condition. The planned spin-off of Currenc’s AI and remittance businesses before closing adds an execution checkpoint that could impact deal timing and value transfer.

Monitor exchange approvals, any regulatory filings referencing digital-asset treasury treatment, shareholder consent schedules, and the completion of the spin-off across the next 6–12 months for clarity on whether the proposed merger can proceed to closing in 2026.

Proposed merger to create the world’s first publicly-listed digital assets conglomerate

SINGAPORE, Nov. 03, 2025 (GLOBE NEWSWIRE) -- Currenc Group Inc. (Nasdaq: CURR) (“Currenc” or the “Company”), a fintech pioneer empowering financial institutions worldwide with artificial intelligence (AI) solutions, today announced that it has entered into a non-binding term sheet (the “Term Sheet”) with Animoca Brands Corporation Limited (“Animoca Brands”) in relation to a potential proposal for Currenc to acquire 100% of Animoca Brands’ issued shares via a reverse merger (the “Proposed Merger”).

Upon completion, the Proposed Merger is expected to result in a Nasdaq-listed company with a global growth strategy spanning digital asset investments and services, real-world asset (RWA) tokenization, and blockchain applications for both consumers and institutions. Under the proposed structure, shareholders of Animoca Brands would collectively own approximately 95% of the issued shares in the resulting entity, and current shareholders of Currenc would hold approximately 5%. Currenc expects to authorize a dual‑class share structure in connection with the transaction, and following closing, the board is expected to include nominees of both companies. The resulting entity is expected to operate under the Animoca Brands name.

The parties currently expect closing to occur in 2026, subject to shareholder and regulatory approvals and other customary conditions.

Animoca Brands is widely recognized as a global leader in the digital asset ecosystem, distinguished by its diversified investment portfolio of more than 600 companies across digital asset verticals such as RWA, AI, gaming, blockchain infrastructure, and decentralized finance. Animoca Brands’ digital asset treasury includes BTC, ETH, SOL, MOCA, SAND, and EDU, among a wide range of other altcoin assets, as well as investments in leading digital asset companies such as Ledger, Kraken, Igloo, Consensys, Humanity Protocol, and LayerZero. Animoca Brands also participates in a joint venture focused on launching a regulated stablecoin, and has partnered with Provenance Blockchain Labs to develop NUVA, a platform for accelerating access to RWAs, underscoring its institutional-grade approach to compliant Web3 infrastructure.

Alex Kong, Founder, CEO, and Executive Chairman of Currenc Group, said, “The proposed merger with Animoca Brands represents a milestone for Currenc. This proposed transaction provides a compelling path forward for the evolution of both companies and would unlock significant value for our shareholders. We are excited to facilitate this evolution, which will give our investors ownership in a global leader at the forefront of the digital asset economy.”

Yat Siu, Co-founder and Executive Chairman of Animoca Brands, commented, “The proposed merger of Animoca Brands and Currenc will result in the world’s first publicly-listed, diversified digital assets conglomerate, giving investors on Nasdaq direct access to the growth potential of the trillion-dollar altcoin digital economy through a single, diversified vehicle spanning DeFi, AI, NFTs, gaming, and DeSci. We believe that this proposed transaction would usher in a new asset class that should position investors at the forefront of one of the greatest opportunities of our generation.”

In connection with the Proposed Merger, Currenc intends to divest some of its existing business operations, which include AI-powered solutions for financial institutions and a digital remittance platform. These operations are expected to be spun off to Currenc's current shareholders prior to the closing of the merger.

The Proposed Merger will be completed by way of an Australian scheme of arrangement, and remains subject to due diligence, the execution of definitive agreements, shareholder and regulatory approvals, and other customary closing conditions, including required stock exchange approvals and completion of applicable financial reporting. Both companies have agreed to a three-month exclusivity period to finalize terms and proceed toward a definitive implementation agreement, subject to customary fiduciary duties.

About Currenc Group Inc.
Currenc Group Inc. (Nasdaq: CURR) is a fintech pioneer dedicated to transforming global financial services through artificial intelligence (AI). The Company empowers financial institutions worldwide with comprehensive AI solutions, including SEAMLESS AI Call Centre and other AI-powered Agents designed to reduce costs, increase efficiency and boost customer satisfaction for banks, insurance, telecommunications companies, government agencies and other financial institutions. The Company’s digital remittance platform also enables e-wallets, remittance companies, and corporations to provide real-time, 24/7 global payment services, advancing financial access across underserved communities.

About Animoca Brands
Animoca Brands Corporation Limited (ACN: 122 921 813) is a global digital assets leader building blockchain and tokenized assets to advance the future of Web3 innovation. It has received broad industry and market recognition including Fortune Crypto 40, Top 50 Blockchain Game Companies 2025, Financial Times’ High Growth Companies Asia-Pacific, and Deloitte Tech Fast. Animoca Brands is recognized for building digital asset platforms such as the Moca Network, Open Campus, and The Sandbox, as well as institutional grade assets; providing digital asset services to help Web3 companies launch and grow; and investing in frontier Web3 technology, with a portfolio of over 600 companies and altcoin assets. For more information visit www.animocabrands.com or follow on X, YouTube, Instagram, LinkedIn, Facebook, and TikTok.

Safe Harbor Statement
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. Any pre‑closing financings or the Proposed Merger are subject to conditions and may not occur, and any such financings are not expected to affect the relative ownership percentages described above. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Further information regarding these and other risks, uncertainties, or factors is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

Investor & Media Contact
Currenc Group Investor Relations
Email: investors@currencgroup.com
SOURCE: Currenc Group Inc.

FAQ

What ownership split does the Currenc (CURR) proposed reverse merger with Animoca Brands specify?

Under the proposed structure Animoca shareholders would collectively own about 95% and Currenc shareholders about 5% of the resulting Nasdaq-listed company.

When is the Currenc and Animoca Brands merger expected to close and what approvals are required?

The parties currently expect closing in 2026, subject to due diligence, definitive agreements, shareholder and regulatory approvals, and required stock exchange consents.

Will Currenc keep its AI and remittance businesses after the proposed CURR–Animoca Brands merger?

No; Currenc intends to spin off its AI-powered solutions and digital remittance platform to current shareholders prior to the merger closing.

What corporate governance change does Currenc expect in the proposed deal with Animoca Brands (CURR)?

Currenc expects to authorize a dual-class share structure in connection with the transaction and the post-closing board is expected to include nominees of both companies.

Will the combined company operate under the Currenc or Animoca Brands name after the proposed merger?

The resulting entity is expected to operate under the Animoca Brands name.

Is the Currenc–Animoca Brands merger agreement binding today?

No; the announcement reflects a non-binding term sheet and the parties have agreed to a three-month exclusivity period to finalize terms toward a definitive implementation agreement.