Currenc Group Inc SEC Filings

Currenc Group Inc. updated its employment agreements with its Chief Executive Officer, Alexander King Ong Kong, and Chief Financial Officer, Wan Lung Eng, to expand their protections if they are terminated or asked to resign following a change in control of the company. Under the new terms, each executive would receive base salary for 60 months, continued participation in group medical and dental plans, immediate vesting of all unvested equity awards, and payment for accrued but unused vacation, in addition to specified final compensation. Both executives remain eligible for bonus compensation, and each may elect to receive base salary as a lump sum at termination. For Mr. Eng, the amendment also adds a tax gross-up so that, if any change-in-control payments trigger an excise tax under Section 4999 of the Internal Revenue Code, the company will cover that excise tax and related payroll or income taxes so that he retains the same net amount.

Currenc Group Inc. has filed an amended shelf registration on Form F-3 to offer up to US$150,000,000 of ordinary shares, debt securities, warrants, rights and units over time. This mixed shelf lets the company issue different securities in one or more future offerings, with final terms set in separate prospectus supplements. As of December 5, 2025, its public float was about US$106.6 million, based on 47,359,987 ordinary shares held by non‑affiliates at a Nasdaq price of US$2.25. Currenc operates a cross‑border payments and airtime platform through subsidiaries such as Tranglo and WalletKu, serving financial institutions and consumers across 150 countries. It qualifies as an emerging growth company, a smaller reporting company, and a foreign private issuer, which allows reduced U.S. reporting and certain Cayman Islands–style governance. Proceeds from any future sales are expected to support business growth, working capital and potential acquisitions.

Currenc Group Inc. filed a prospectus supplement for a secondary offering covering the potential resale of up to 50,070,187 ordinary shares by existing holders. Alongside this, the company reported a strong turnaround in its third quarter ended September 30, 2025.

Third quarter revenue, excluding TNG Asia and GEA, was US$10.4 million, down 3.9% year-over-year, but gross profit rose to US$5.3 million as gross margin expanded to 50.8% from 27.8%. Total processing value through Tranglo reached US$1.41 billion, up 10.1%, with transactions rising to 3.0 million. Remittance revenue excluding TNG Asia and GEA grew 54.8% to US$7.0 million, supported by an improved 0.38% take rate.

Direct costs fell 37.0% to US$5.1 million and operating expenses dropped sharply to US$0.5 million, helped by incentive share adjustments. Net income was US$3.1 million versus a loss of US$19.9 million a year earlier, and EBITDA improved to a US$3.6 million profit. Management is deemphasizing lower-margin airtime transfers, investing in new AI offerings, and highlighted a proposed reverse merger with Animoca Brands as a key strategic step.

Currenc Group Inc. filed Prospectus Supplement No. 3 for a secondary offering registering the resale of up to 50,070,187 Ordinary Shares by selling securityholders. The supplement updates the base prospectus with recent reports furnished to the SEC.

Separately, Currenc disclosed a non-binding term sheet for a proposed reverse merger to acquire 100% of Animoca Brands via an Australian scheme of arrangement. If completed, shareholders of Animoca Brands would collectively own approximately 95% of the combined company and Currenc shareholders about 5%, and the combined company would operate under the Animoca Brands name. The parties agreed to a three-month exclusivity period to work toward definitive agreements, with closing expected in 2026 subject to shareholder and regulatory approvals and other customary conditions. The term sheet contemplates Currenc divesting certain existing operations prior to closing and sets break fees of $5,000,000 (Animoca default) and $2,750,000 (Currenc default). Nasdaq continues to list Currenc under “CURR.”

Currenc Group Inc. amended its CFO employment agreement. Effective October 30, 2025, Wan Lung Eng’s total guaranteed compensation remains $400,000, but the structure changes to be paid as base salary, and the guaranteed quarterly bonuses are eliminated. All other terms of the original April 10, 2025 agreement remain unchanged. The full amendment is filed as Exhibit 10.1.

Currenc Group Inc. (Nasdaq: CURR) announced a non-binding term sheet with Animoca Brands for a proposed merger, under which Currenc would acquire 100% of Animoca Brands via an Australian scheme of arrangement. If completed, the combined company is expected to operate under the Animoca Brands name.

The term sheet remains non-binding and is subject to negotiation and execution of definitive documentation. Currenc furnished a press release dated November 3, 2025 and the term sheet dated November 2, 2025 as exhibits to this report. The filing also reiterates standard forward-looking cautionary statements and clarifies it is not an offer or solicitation regarding any securities.

Currenc Group Inc. filed a prospectus supplement for a secondary offering covering up to 50,070,187 Ordinary Shares for resale by selling securityholders, updating the base prospectus with recent disclosures.

The update adds leadership and financing developments. Dr. Ronnie Hui resigned as CEO effective August 15, 2025, with a $100,000 severance and forfeiture of 288,421 unvested shares; founder Alex Kong became CEO under an amended agreement including options to purchase up to 2,500,000 shares at 110% of fair market value on grant date, subject to shareholder consent. The board determined Kevin Chen is independent and appointed him to the audit committee; CFO Wan Lung Eng joined the board as an executive director.

On October 8, 2025, the company entered a Securities Purchase Agreement for up to $30,000,000 in unsecured convertible notes (aggregate principal up to $33,000,000) and warrants with a $1.85 conversion and exercise price. The initial closing funded $4,000,000 with a $4,400,000 note; additional closings of $6,000,000, $10,000,000, and $10,000,000 are contemplated subject to stated conditions, including a market capitalization threshold of $275,000,000. A resale registration for conversion and warrant shares is to be filed within 60 days after each closing.

Currenc Group Inc. entered a Securities Purchase Agreement with New Margin Holding Limited that allows up to four closings of unsecured convertible notes and warrants for an aggregate purchase price of up to $30,000,000, with aggregate note principal up to $33,000,000.

At the initial closing on October 8, 2025, the company received $4,000,000 and issued a note with $4,400,000 principal (110% of funding) plus a warrant sized per the agreement. The notes bear 5% interest and are convertible at an initial price of $1.85 per ordinary share, and the warrants have a $1.85 exercise price, become exercisable six months after issuance, and remain outstanding for 60 months from the start of the exercise period.

Further closings are contemplated: Second ($6,000,000), Third ($10,000,000 after initial resale registration is declared effective by the SEC), and Fourth ($10,000,000 within five business days after market capitalization exceeds $275,000,000 for ten consecutive trading days). The company will file to register the resale of shares issuable upon note conversion and warrant exercise. A beneficial ownership cap starts at 4.99% and may be increased to 9.99% on 61 days’ notice. Proceeds are for general corporate purposes, including working capital and debt repayment.