Currenc registers 50M shares, suspends Animoca deal

Rhea-AI Filing Summary

Currenc Group Inc. (CURR) is updating its F-1 prospectus to cover the resale of up to 50,070,187 Ordinary Shares by various selling securityholders, including shares tied to an equity line with Arena, a commitment fee, placement compensation to Roth, and shares issued under a Creditor Share Purchase Agreement and upon note conversions. The supplement also includes a report that Currenc and Animoca Brands Corporation Limited have mutually agreed to suspend negotiations on a previously announced proposed business combination based on a non-binding term sheet. That contemplated transaction would have resulted in Animoca Brands’ shareholders owning approximately 95% of the merged company. The suspension is described as allowing Currenc greater flexibility to pursue financing opportunities, while leaving open the possibility that discussions may resume if conditions permit.

Key Figures

Ordinary Shares registered for resale: 50,070,187 shares ELOC primary issuance capacity: 20,000,000 shares Arena commitment fee shares: 600,000 shares +5 more

8 metrics

Ordinary Shares registered for resale 50,070,187 shares Total Ordinary Shares covered for resale by selling securityholders in the supplemented prospectus

ELOC primary issuance capacity 20,000,000 shares Ordinary Shares Currenc may elect to sell to Arena under the ELOC Purchase Agreement

Arena commitment fee shares 600,000 shares Ordinary Shares issuable to Arena as a commitment fee under the ELOC Purchase Agreement

Shares issued on note conversion 1,027,996 shares Ordinary Shares issued to Pine Mountain Holdings upon conversion of certain convertible notes

Creditor Share Purchase Agreement issuances 24,880,363 shares Aggregate Ordinary Shares issued to multiple creditors under the Creditor Share Purchase Agreement, based on listed amounts

Animoca Brands shareholders’ contemplated stake 95% Proportion of outstanding shares of the merged entity that Animoca Brands’ shareholders would have held under the non-binding term sheet

Currenc shareholders’ contemplated stake 5% Proportion of outstanding shares of the merged entity that existing Currenc shareholders would have retained under the term sheet

Recent CURR share price $3.19 per share Last reported price of Currenc Ordinary Shares on Nasdaq on September 18, 2026

Key Terms

ELOC Purchase Agreement, Creditor Share Purchase Agreement, non-binding term sheet, Australian scheme of arrangement, +1 more

5 terms

ELOC Purchase Agreement financial

"Ordinary Shares that we may, in our sole discretion, elect to sell to Arena from time to time after the date of this prospectus, pursuant to the ELOC Purchase Agreement"

Creditor Share Purchase Agreement financial

"Ordinary Shares issued to Tian Ye pursuant to the Creditor Share Purchase Agreement"

non-binding term sheet financial

"agreed to suspend merger negotiations with respect to the non-binding term sheet"

A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.

Australian scheme of arrangement regulatory

"Currenc would acquire the entire equity interest of Animoca Brands by way of an Australian scheme of arrangement"

long stop date financial

"a long stop date of December 31, 2026, subject to a potential extension"

A long stop date is the final deadline in a transaction or agreement by which all required steps, approvals, or conditions must be completed; if they are not met by that date the deal can be cancelled or renegotiated. Think of it as the ‘last call’ expiry on a plan—investors pay attention because it creates a clear risk of termination, timing for cash flows, and potential changes to valuation or strategy if milestones are missed.

Offering Details

secondary

Offering

Offering Type secondary

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Currenc Group Inc. (CURR) registering in this prospectus supplement?

Currenc is updating its F-1 prospectus to cover the resale of up to 50,070,187 Ordinary Shares by selling securityholders, including shares related to an equity line with Arena, a commitment fee, placement compensation to Roth, note conversions and a Creditor Share Purchase Agreement.

How many Ordinary Shares may Currenc sell to Arena under the ELOC Purchase Agreement?

Currenc may, in its sole discretion, elect to sell to Arena up to 20,000,000 Ordinary Shares from time to time after the date of the prospectus, pursuant to the ELOC Purchase Agreement. An additional 600,000 Ordinary Shares are issuable to Arena as a commitment fee.

What change did Currenc (CURR) announce regarding its proposed merger with Animoca Brands?

Currenc and Animoca Brands have mutually agreed to suspend merger negotiations under their non-binding term sheet for a proposed business combination. The parties may consider resuming discussions if and when conditions permit, but there is no assurance a transaction will be completed.

What ownership structure was contemplated in the proposed Currenc–Animoca Brands transaction?

Under the non-binding term sheet, shareholders of Animoca Brands would have collectively owned approximately 95% of the outstanding shares of the merged entity, with existing Currenc shareholders retaining the remaining 5%, if the proposed transaction had proceeded on those terms.

Why did Currenc and Animoca Brands suspend their proposed transaction?

The exclusivity period under the term sheet expired, and the parties did not finalize a definitive merger agreement, so they agreed to suspend the proposed transaction. The suspension is also expected to provide Currenc with greater flexibility to pursue financing opportunities for growth and operations.

What is the recent trading price and listing venue for Currenc (CURR) Ordinary Shares?

Currenc’s Ordinary Shares are listed on the Nasdaq Global Market under the symbol “CURR”. On September 18, 2026, the last reported price of its Ordinary Shares on Nasdaq was $3.19 per share.

What timeline was originally contemplated for the proposed Currenc–Animoca Brands combination?

The non-binding term sheet contemplated a target closing in the third quarter of 2026 and a long stop date of December 31, 2026, with a potential extension of up to six months by mutual agreement, all subject to further negotiation, approvals, due diligence and definitive agreements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/21/2026 - 05:06 PM Accepted by SEC EDGAR 09/21/2026 - 05:05 PM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(3)

Registration No. 333-284957

PROSPECTUS SUPPLEMENT NO. 11

(to the Prospectus dated August 4, 2025)

Currenc Group Inc.

Secondary Offering of

Up to 50,070,187 Ordinary Shares

This prospectus supplement (this “Prospectus Supplement No. 11”) is part of the prospectus of Currenc Group, Inc. (the “Company”), dated August 4, 2025 (the “Prospectus”), which forms a part of the Company’s registration statement on Form F-1 (Registration No. 333-284957) (the “Registration Statement”), related to the offer and resale from time to time, upon the expiration of lock-up agreements, if applicable, of the Company’s Ordinary Shares by the Selling Securityholders of: (i) up to 20,000,000 Ordinary Shares that we may, in our sole discretion, elect to sell to Arena from time to time after the date of this prospectus, pursuant to the ELOC Purchase Agreement; (ii) up to 600,000 Ordinary Shares the issuable to Arena as a commitment fee upon the execution of ELOC Purchase Agreement; (iii) 81,818 Ordinary Shares issued to Roth pursuant to the Roth Agreement; (iv) 1,027,996 Ordinary Shares issued to Pine Mountain Holdings upon the conversion of certain convertible notes; (v) 3,007,746 Ordinary Shares issued to Tian Ye pursuant to the Creditor Share Purchase Agreement, (vi) 1,570,324 Ordinary Shares issued to Tang In Ha pursuant to the Creditor Share Purchase Agreement, (vii) 2,659,273 Ordinary Shares issued to Lao Wai Hong pursuant to the Creditor Share Purchase Agreement, (viii) 3,820,494 Ordinary Shares issued to Wong Nga Man pursuant to the Creditor Share Purchase Agreement, (ix) 3,419,572 Ordinary Shares issued to Chu Shuk Mei pursuant to the Creditor Share Purchase Agreement, (x) 3,449,510 Ordinary Shares issued to Wong Man San pursuant to the Creditor Share Purchase Agreement, (xi) 3,477,818 Ordinary Shares issued to Huang Yafangzhou pursuant to the Creditor Share Purchase Agreement, (xii) 3,477,818 Ordinary Shares issued to Sit Yi Sze pursuant to the Creditor Share Purchase Agreement, and (xiii) 3,477,818 Ordinary Shares issued to Yik Pui Han Pauline pursuant to the Creditor Share Purchase Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

The purpose of this Prospectus Supplement No. 11 is to update and supplement the information included in the Prospectus with the information contained in our Report on Form 6-K which was submitted to the U.S. Securities and Exchange Commission (the “SEC”) on September 21, 2026 and is included immediately following the cover page of this Prospectus Supplement No. 11.

This Prospectus Supplement No. 11 is not complete without, and may not be utilized except in connection with, the Prospectus, including any supplements and amendments thereto.

We may further amend or supplement the Prospectus and information in this Prospectus Supplement No. 11 from time to time by filing amendments to the Registration Statement or other supplements to the Prospectus, as required. You should read the entire Prospectus, this Prospectus Supplement No. 11 and any amendments to the Registration Statement or subsequent supplements to the Prospectus carefully before you make your investment decision.

The Ordinary Shares are listed on the Nasdaq Global Market LLC (“Nasdaq”) under the symbol “CURR”. On September 18, 2026 the last reported price of our Ordinary Shares, as reported on the Nasdaq, was $3.19.

Investing in our securities involves risks. See “Risk Factors” beginning on page 42 of the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus, as supplemented by this Prospectus Supplement No. 11, is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 11 is September 21, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File No. 001-41079

Currenc Group Inc.

(Translation of registrant’s name into English)

410 North Bridge Road,

Spaces City Hall,

Singapore

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☒ Form 40-F ☐

Information Contained in this Report

On September 21, 2026, Currenc Group Inc. (Nasdaq: CURR) (“Currenc” or the “Company”) announced that the Company and Animoca Brands Corporation Limited (ACN: 122 921 813) (“Animoca Brands”) have mutually agreed to suspend merger negotiations with respect to the non-binding term sheet (“Term Sheet”) for their previously announced proposed business combination (the “Proposed Transaction”).

As previously disclosed, on November 2, 2025, Currenc and Animoca Brands entered into the non-binding Term Sheet related to a proposed business combination pursuant to which Currenc would acquire the entire equity interest of Animoca Brands by way of an Australian scheme of arrangement. Under the terms of the Proposed Transaction, shareholders of Animoca Brands would collectively own approximately 95% of the outstanding shares of the merged entity, with existing Currenc shareholders retaining the remaining 5%. The non-binding Term Sheet contemplated a target closing in the third quarter of 2026 and a long stop date of December 31, 2026, subject to a potential extension of up to six months by mutual agreement of the parties. On May 6, 2026, Currenc announced that it had entered into an Amendment Deed with Animoca Brands, extending the exclusivity period under the Term Sheet from three months from the original execution date to June 30, 2026.

As the exclusivity period has expired and the parties have not finalize the terms of a definitive merger agreement, the parties have agreed to suspend the Proposed Transaction at this time. The suspension of the Proposed Transaction is also expected to provide Currenc with greater flexibility to pursue financing opportunities to fund its growth and operations.

The parties may consider resuming discussions if and when conditions permit. The Term Sheet remains non-binding except to the extent of any provisions expressly identified therein as binding. Currenc cannot predict whether or when negotiations will resume, whether the parties will enter into definitive agreements, or whether the Proposed Transaction will be completed. If negotiations resume, the terms, structure and timing of any Proposed Transaction, including any target closing date or long stop date, would remain subject to further negotiation, completion of due diligence, required approvals and the execution of definitive agreements.

This Report on Form 6-K is incorporated by reference into the registration statement on Form S-8 (File No. 333-288771) of the Company, filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

No Offer or Solicitation

This filing is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Forward-Looking Statements

This Report on Form 6-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include, among other things, statements regarding the potential resumption of merger negotiations, the Company’s ability to access the capital markets, and the potential completion of the Proposed Transaction. Important factors that could cause actual results to differ materially are included in Currenc’s filings with the U.S. Securities and Exchange Commission. Currenc undertakes no obligation to update any forward-looking statements except as required by applicable law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 21, 2026

CURRENC GROUP INC.
By:	/s/ Wan Lung Eng
Name:	Wan Lung Eng
Title:	Chief Financial Officer