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Animoca Brands to own 95% after proposed Currenc (Nasdaq: CURR) reverse merger

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6-K

Rhea-AI Filing Summary

Currenc Group Inc. is extending the exclusivity period for its proposed reverse merger with Animoca Brands. An Amendment Deed now keeps both sides from pursuing competing transactions until June 30, 2026 while they continue due diligence and negotiate definitive agreements under a non-binding term sheet.

Under the proposed structure, Currenc would acquire all of Animoca Brands’ equity via an Australian scheme of arrangement, and Animoca Brands’ shareholders would own about 95% of the merged company, with existing Currenc shareholders retaining roughly 5%. The combined entity is expected to operate under the Animoca Brands name. Closing is targeted for the third quarter of 2026, with a long stop date of December 31, 2026, which can be extended by six months by mutual agreement.

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Insights

Currenc extends exclusivity on highly dilutive but still non-binding reverse merger.

The extension to June 30, 2026 signals both Currenc and Animoca Brands are still actively working toward a reverse merger, with due diligence and documentation progressing. However, the term sheet and Amendment Deed remain non-binding, so either party can ultimately walk away.

If completed as described, Animoca Brands’ shareholders would own about 95% of the merged entity, leaving current Currenc holders with roughly 5%. The long stop date of December 31, 2026, extendable by six months, provides a wide window to navigate regulatory, structural, and financing steps. Actual impact will depend on execution of definitive agreements and approvals described in future filings.

Exclusivity end date June 30, 2026 End of extended exclusivity period for reverse merger
Post-merger Animoca ownership Approximately 95% of shares Ownership of merged entity by Animoca Brands’ shareholders
Post-merger Currenc ownership Approximately 5% of shares Ownership of merged entity by existing Currenc shareholders
Target closing period Third quarter of 2026 Expected timing for completion of proposed transaction
Long stop date December 31, 2026 Final date to close, extendable by six months
Animoca portfolio size Over 600 companies and altcoin assets Scale of Animoca Brands’ Web3 investment portfolio
reverse merger financial
"their proposed reverse merger (the “Proposed Transaction”)"
A reverse merger is when a private company becomes publicly traded by combining with an already listed public shell company, allowing the private business to gain a stock market listing without going through a traditional IPO. Investors care because this shortcut can be faster and cheaper than an IPO but often comes with less regulatory vetting and market visibility, so it can mean higher uncertainty about valuation, financial transparency, and future liquidity.
Australian scheme of arrangement regulatory
"acquire the entire equity interest of Animoca Brands by way of an Australian scheme of arrangement"
exclusivity period financial
"extending the exclusivity period under the previously disclosed term sheet"
An exclusivity period is a set amount of time during which only one party has the right to buy, sell, or make a deal with an asset or opportunity. For investors, it matters because it limits competition and gives the holder a guaranteed window to decide or act without interference from others, similar to having a temporary special right or first chance to make a move.
non-binding term sheet financial
"entered into a non-binding term sheet pursuant to which Currenc would acquire"
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.
long stop date financial
"with a long stop date of December 31, 2026, which may be extended"
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.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

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 May 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 May 6, 2026, Currenc Group Inc. (Nasdaq: CURR) (“Currenc” or the “Company”) announced that it has entered into an Amendment Deed with Animoca Brands Corporation Limited (ACN: 122 921 813) (“Animoca Brands”) and the Company’s Chairman and Chief Executive Officer, Alexander King Ong Kong (the “Amendment Deed”), extending the exclusivity period under the previously disclosed term sheet (“Term Sheet”) for their previously announced proposed reverse merger (the “Proposed Transaction”) from three months from the original execution date to June 30, 2026.

 

As previously disclosed, on November 2, 2025, Currenc and Animoca Brands entered into a non-binding term sheet 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 resulting entity is expected to operate under the Animoca Brands name. Closing is targeted for the third quarter of 2026, with a long stop date of December 31, 2026, which may be extended by an extra 6 months upon mutual agreement.

 

A copy of the Company’s press release dated May 6, 2026 announcing the Amendment Deed is furnished as Exhibit 99.1 to this Report on Form 6-K. A copy of the Amendment Deed is furnished as Exhibit 99.2 to this Report on Form 6-K. The Term Sheet and the Amendment Deed are non-binding and the terms described therein remain subject to the negotiation and execution of definitive documentation. The descriptions of the Term Sheet and the Proposed Transaction in this Report on Form 6-K and in Exhibit 99.1 do not purport to be complete and are qualified in their entirety by reference to the Amendment Deed furnished as Exhibit 99.2 and to the definitive agreements, if and when executed.

 

This Report on Form 6-K, including Exhibits 99.1 and 99.2 hereto, 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 Proposed Transaction, the anticipated structure and timing of the Proposed Transaction, expected ownership percentages, listing and governance expectations, contemplated restructuring and divestiture activities, and pre-closing financing activities. 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.

 

The information furnished in this Report on Form 6-K, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

 

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.

 

INDEX TO EXHIBITS

 

Exhibit No.   Description
99.1   Press Release dated May 6, 2026, titled “Currenc Group Announces Extension of Exclusivity Period for Proposed Reverse Merger with Animoca Brands Corporation Limited”.
99.2   Amendment Deed, dated May 5, 2026, by and between Currenc Group Inc., Animoca Brands Corporation Limited, and Alexander King Ong Kong.

 

 

 

 

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: May 6, 2026

 

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

 

 

 

Exhibit 99.1

 

Currenc Group Announces Extension of Exclusivity Period for Proposed Reverse Merger with Animoca Brands Corporation Limited

 

Parties Extend Exclusivity Through June 30, 2026, Reaffirming Commitment to Proposed Transaction

 

SINGAPORE, May 6, 2026 (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 an Amendment Deed with Animoca Brands Corporation Limited (ACN: 122 921 813) (“Animoca Brands”) and the Company’s Chairman and Chief Executive Officer, Alexander King Ong Kong, extending the exclusivity period under the previously disclosed term sheet for their proposed reverse merger (the “Proposed Transaction”) from three months from the original execution date to June 30, 2026.

 

Transaction Background

 

On November 2, 2025, Currenc and Animoca Brands entered into a non-binding term sheet 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 resulting entity is expected to operate under the Animoca Brands name. Closing is targeted for the third quarter of 2026, with a long stop date of December 31, 2026, which may be extended by an extra 6 months upon mutual agreement.

 

Exclusivity Extension

 

The Amendment Deed extends the exclusivity period, during which no party may solicit, initiate, encourage or respond to any proposals for competing transactions, from the original three-month term to June 30, 2026. The extension reflects the continued progress of the parties toward completing the Proposed Transaction, including advancement of due diligence and preparatory work toward definitive documentation. All other terms and conditions of the November 2, 2025 term sheet remain unchanged and in full force and effect.

 

Management Commentary

 

“Extending exclusivity through June 30 reflects the meaningful progress both teams have made since we announced this transaction in November,” said Alexander King Ong Kong, Chairman and CEO of Currenc. “We remain fully committed to completing this merger and creating what we believe will be one of the world’s leading publicly listed, diversified digital asset conglomerates on Nasdaq. We look forward to advancing toward definitive agreements and, ultimately, closing.”

 

 

 

 

Yat Siu, co-founder and Executive Chairman of Animoca Brands, said: “The extension of the exclusivity period expands the window to complete the detailed work required to advance this proposed transaction. We believe a Nasdaq listing would provide a powerful platform to broaden our global institutional reach and reinforce our position within the digital asset economy. The proposed merger with Currenc remains a key strategic step in the long-term development of Animoca Brands.”

 

About Currenc Group Inc.

 

Currenc Group Inc. (Nasdaq: CURR) is a fintech pioneer dedicated to transforming global financial services through 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.

 

 

 

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What is Currenc Group’s (CURR) proposed reverse merger with Animoca Brands?

Currenc Group plans a reverse merger where it would acquire all equity of Animoca Brands via an Australian scheme of arrangement. After closing, Animoca Brands’ shareholders would own about 95% of the combined company, with Currenc shareholders retaining roughly 5%, and the entity would use the Animoca Brands name.

How does the exclusivity extension affect the Currenc (CURR) and Animoca Brands deal?

The Amendment Deed extends the exclusivity period to June 30, 2026, preventing either side from soliciting or engaging with competing transactions. This gives Currenc and Animoca Brands more time to advance due diligence and negotiate definitive agreements while keeping their proposed reverse merger as the sole focus.

What ownership split is expected if Currenc (CURR) completes the Animoca Brands merger?

If the transaction closes as outlined, Animoca Brands’ shareholders would collectively own approximately 95% of the outstanding shares of the merged company. Existing Currenc shareholders would hold the remaining 5%, meaning Currenc investors become a small minority in a larger Animoca Brands–led Nasdaq-listed group.

When do Currenc (CURR) and Animoca Brands expect to close their proposed merger?

The companies are targeting closing in the third quarter of 2026, subject to negotiation and execution of definitive agreements and related conditions. They have agreed on a long stop date of December 31, 2026, which can be extended by an additional six months if both parties mutually agree.

Is the Currenc (CURR) and Animoca Brands merger agreement binding today?

No. Both the November 2, 2025 term sheet and the Amendment Deed are explicitly described as non-binding. The terms, including the proposed ownership split and structure, remain subject to negotiation and execution of definitive documentation, so the transaction is not yet legally committed.

Does the Currenc (CURR) filing constitute an offer to buy or sell securities?

The filing clearly states it is for information purposes only and does not constitute an offer, invitation, or solicitation to buy, sell, subscribe for, or otherwise deal in any securities. It also is not a solicitation of any vote or approval in any jurisdiction regarding the proposed business combination.

Filing Exhibits & Attachments

7 documents

Press Releases