Currenc Group Inc SEC Filings

Currenc Group Inc. reported that it received a Nasdaq notification on January 12, 2026 stating the company is no longer in compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G), as well as IM-5620, because it has not yet held an annual shareholder meeting within twelve months of its fiscal year end. The letter has no immediate effect on the listing or trading of Currenc’s securities on Nasdaq.

The company has forty-five calendar days from January 12, 2026 to submit a plan to regain compliance and plans to consult with Nasdaq on whether its annual meeting, currently scheduled for February 25, 2026, will be sufficient or if additional actions are required. If Nasdaq accepts the plan and meeting date, it may grant Currenc an exception of up to 180 calendar days from the fiscal year end, until June 29, 2026, to come back into compliance.

Currenc Group Inc. is calling an extraordinary general meeting on February 25, 2026 for holders of its 76,611,444 ordinary shares as of January 15, 2026. Shareholders are being asked to re-elect director Eric Weinstein, approve a large debt-for-equity swap, adopt a new equity incentive plan, ratify the auditor and allow potential adjournment of the meeting if turnout is low.

The centerpiece proposal is a Debt-to-Equity Conversion, where US$54,550,612.30 of indebtedness owed to founder and CEO Alexander King Ong Kong and Regal Planet Limited would be settled by issuing 35,653,995 new ordinary shares at US$1.53 per share. This would cut total debt from US$126.4 million to US$71.8 million and shift shareholders’ equity from a US$31.8 million deficit to about US$22.7 million of equity, while increasing Mr. Kong and his affiliates’ beneficial ownership from 36% to 57%.

Another key item is a 2025 Equity Incentive Plan reserving up to 10,000,000 shares, with an annual “evergreen” increase of up to 5% of shares outstanding, creating a potential overhang of about 19% if fully used. Shareholders are also asked to ratify MRI Moores Rowland LLP as auditor for 2025 and authorize adjournment of the meeting if more time is needed to solicit votes.

Currenc Group Inc. reported that it received a Nasdaq notice stating it is not in compliance with continued listing rules because it has not held an annual shareholder meeting within twelve months of its fiscal year end. This triggers a deficiency under Listing Rules 5620(a) and 5810(c)(2)(G), as well as IM-5620.

The letter has no immediate effect on the company’s Nasdaq listing. Currenc has forty-five days from the notice date to submit a plan to regain compliance and may receive an extension until June 29, 2026 if the plan is accepted. The company is evaluating options and intends to regain compliance but cautions there is no assurance it will do so; if Nasdaq rejects its plan, Currenc may appeal to a Hearing Panel.

Currenc Group Inc. reported that its wholly owned subsidiary Seamless Group Inc. has signed a definitive share purchase agreement to sell its 60% controlling interest in Tranglo Sdn. Bhd. to New Margin Holding Limited. New Margin will acquire 100,465 ordinary shares of Tranglo for a total purchase price of US$400 million, with US$200 million payable at closing and US$200 million due 90 days after closing. Completion of the transaction is subject to conditions including regulatory approvals and third-party consents, and the agreement will automatically terminate if these conditions are not satisfied or waived by September 30, 2026.

Currenc Group Inc. has filed a prospectus supplement for the secondary offering and potential resale of up to 50,070,187 Ordinary Shares by selling securityholders. These shares include up to 20,000,000 Ordinary Shares that the company may, at its discretion, sell to Arena under an equity line of credit, 600,000 Ordinary Shares issuable to Arena as a commitment fee, and additional shares previously issued to various creditors and counterparties under conversion and share purchase agreements. This supplement updates the existing prospectus with information from a recent Report on Form 6-K, which follows the cover of this document. The Ordinary Shares trade on Nasdaq under the symbol “CURR”, and the last reported price on December 15, 2025 was $1.67 per share. Investors are directed to the risk factors section in the main prospectus before making any investment decision.

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., a foreign private issuer incorporated in the Cayman Islands and operating from Singapore, submitted a Form 6-K to provide an update to investors. The company furnished a press release announcing its financial results for the third quarter ended September 30, 2025, and attached this release as Exhibit 99.1. This filing mainly serves as a way to make the third-quarter results press release part of the company’s official disclosures for U.S. investors.