Currenc Group revives $400M sale of 60% of Tranglo
The proposed 100% acquisition remains conditional on a separate arrangement with RMA, while closing is targeted by March 31, 2027.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Currenc Group Inc. said its subsidiary Seamless and New Margin reinstated their share purchase agreement for a 60% Tranglo acquisition for US$400 million after it automatically terminated when conditions were not met or waived by September 30, 2026; the extended longstop date is March 31, 2027. They also agreed in principle to pursue a 100% acquisition for US$666,666,666.67, subject to definitive documentation and RMA’s required cooperation and agreement. Approximately US$400 million is attributable to Seamless’s 60% interest; approximately US$266.7 million for RMA’s 40% would be payable to RMA.
RMA is not a party to the reinstatement letter. A separate tripartite agreement is intended to cover RMA’s share sale, Seamless’s judgment debt, discharge of the charging order and any agreed standstill; execution is targeted by December 31, 2026, and closing by March 31, 2027. Any payment to RMA toward Seamless’s judgment debt would come from the first US$200 million tranche otherwise payable to Seamless. Tranglo accounted for a majority of Currenc’s revenue for the year ended December 31, 2025, and a completed sale of its entire interest would dispose of its principal operating business. Currenc’s 2025 annual report disclosed substantial doubt about its ability to continue as a going concern.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointCurrenc’s 2025 annual report disclosed substantial doubt about going concern.
Filing Explained
Tranglo’s licence renewal, regulatory approvals and New Margin’s funding remain steps toward closing; funding demonstration is targeted for February twenty-eighth, two thousand twenty-seven.
The reinstated 60% sale has not closed: no advance purchase-price payments have been made, and its
Remaining steps include renewing Tranglo’s money-services licence, obtaining regulatory change-of-control and director approvals, and New Margin demonstrating funding; that demonstration is targeted by
Key Figures
Key Terms
Longstop Date financial
tag-along rights financial
Tripartite Agreement financial
charging order regulatory
money services business licence regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is New Margin’s proposed acquisition of Tranglo?
What does Currenc plan to do with Tranglo sale proceeds?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 October 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 October 30, 2026, Currenc Group Inc. (Nasdaq: CURR) (“Currenc” or the “Company”) announced that its wholly owned subsidiary, Seamless Group Inc. (“Seamless”), and New Margin Holding Limited (“New Margin”) entered into a binding reinstatement and amendment letter dated October 29, 2026 (the “Reinstatement Letter”). The Reinstatement Letter relates to the previously disclosed share purchase agreement dated January 1, 2026 (the “Share Purchase Agreement”) concerning Tranglo Sdn. Bhd. (“Tranglo”). It reinstates the Share Purchase Agreement and extends the longstop date to March 31, 2027. It also records the parties’ agreement in principle to pursue an acquisition by New Margin of Tranglo’s issued share capital.
As previously disclosed, the Share Purchase Agreement provided for New Margin to acquire 100,465 ordinary shares of Tranglo, representing 60% of its issued share capital, for an aggregate cash purchase price of US$400 million. The closing conditions were not satisfied or waived by the original longstop date of September 30, 2026, and the Share Purchase Agreement terminated automatically in accordance with its terms.
Under the Reinstatement Letter, New Margin has confirmed its agreement in principle to acquire the entire issued share capital of Tranglo for aggregate consideration of US$666,666,666.67. That figure is calculated pro rata to the purchase price under the Share Purchase Agreement. The parties acknowledged that Ripple Markets APAC Pte. Ltd. (“RMA”) exercised its tag-along rights by notice dated January 23, 2026 for all 66,977 Tranglo ordinary shares it holds. Except for the express amendments in the Reinstatement Letter, all other terms and conditions of the Share Purchase Agreement remain unchanged. The indicative timetable targets execution of the Tripartite Agreement (described below) by December 31, 2026, and closing by March 31, 2027. There can be no assurance that the transaction or the proposed enlarged acquisition will be completed on the terms or timetable described in this press release, or at all.
RMA is not a party to the Reinstatement Letter. The parties intend to document the following through a separate tripartite agreement among Seamless, New Margin and RMA (the “Tripartite Agreement”): the acquisition of RMA’s shares, settlement of Seamless’s judgment debt to RMA, discharge of the charging order and any agreed standstill. Until the Tripartite Agreement is executed, New Margin has no obligation to acquire any RMA shares, or to pay for them, beyond any obligation already existing under the Share Purchase Agreement and the shareholders’ agreement.
As disclosed in the Company’s Report on Form 6-K dated October 7, 2026, the High Court of Malaya made absolute a charging order over the 100,465 Tranglo shares owned by Seamless. The charging order relates to an unsatisfied Singapore judgment. Under the Reinstatement Letter, any payment by New Margin to RMA to satisfy Seamless’s judgment debt would come out of the portion of the first US$200 million tranche otherwise payable to Seamless. Any such payment would be made under Seamless’s written payment direction and would be identified separately from consideration payable for RMA’s own shares. The Reinstatement Letter is governed by Malaysian law, and disputes are to be resolved by HKIAC arbitration seated in Hong Kong.
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 Securities and Exchange 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.
A copy of the Company’s press release dated October 30, 2026 is furnished as Exhibit 99.1 to this Report on Form 6-K. A copy of the Reinstatement Letter is furnished as Exhibit 99.2 to this Report on Form 6-K. The descriptions of the Reinstatement Letter and the Share Purchase Agreement in this Report on Form 6-K and in Exhibit 99.1 do not purport to be complete. They are qualified in their entirety by reference to the Reinstatement Letter furnished as Exhibit 99.2, the Share Purchase Agreement previously furnished as Exhibit 99.2 to the Company’s Report on Form 6-K dated January 2, 2026, and any additional definitive agreements, if and when executed.
Forward-Looking Statements
This Report on Form 6-K, including the exhibits 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 satisfaction or waiver of closing conditions, including license renewal and regulatory approvals; New Margin’s funding arrangements; the negotiation, execution and implementation of the Tripartite Agreement; any judgment settlement, standstill or discharge of the charging order; the structure, timing and completion of the transaction and the proposed acquisition; and the Company’s expected use of proceeds. 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.
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 30, 2026, titled “Currenc Group Announces Reinstatement of Tranglo SPA and New Margin’s Proposed 100% Acquisition at Aggregate Consideration of US$666.7 Million” | |
| 99.2 | Reinstatement and Amendment Letter, dated October 29, 2026, by and between Seamless Group Inc. and New Margin Holding Limited |
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: October 30, 2026
| CURRENC GROUP INC. | ||
| By: | /s/ Wan Lung Eng | |
| Name: | Wan Lung Eng | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Currenc Group Announces Signed Reinstatement of Tranglo SPA and Agreement in Principle for Proposed 100% Acquisition at US$666.7 Million and Extension of Longstop Date to March 31, 2027
Parties agree in principle to pursue acquisition of 100% of Tranglo, subject to definitive documentation and agreement with Ripple Markets APAC
SINGAPORE, Oct. 30, 2026 (GLOBE NEWSWIRE) -- Currenc Group Inc. (Nasdaq: CURR) (“Currenc” or the “Company”), a provider of artificial intelligence (AI) solutions to financial institutions, today announced that its wholly owned subsidiary, Seamless Group Inc. (“Seamless”), and New Margin Holding Limited (“New Margin”) have signed a reinstatement and amendment letter dated October 29, 2026 (the “Reinstatement Letter”) in relation to the share purchase agreement dated January 1, 2026 (the “SPA”) concerning Tranglo Sdn. Bhd. (“Tranglo”). The Reinstatement Letter reinstates the SPA effective from New Margin’s countersignature on October 29, 2026 and extends the longstop date to March 31, 2027. The parties have also agreed in principle to pursue a proposed acquisition of 100% of Tranglo’s issued share capital for aggregate consideration of US$666,666,666.67, subject to definitive documentation and the required cooperation and agreement of Ripple Markets APAC Pte. Ltd. (“RMA”).
Tranglo is a cross-border payment hub that facilitates international transactions for businesses and financial institutions, including remittances, business payments and mobile top-ups, through a network of banks, e-wallets and payout partners.
The reinstatement and proposed enlarged transaction represent an important step in Currenc’s previously announced plan to monetize its existing operating businesses and streamline its corporate structure. If completed, the proposed full acquisition would enable Currenc to monetize its entire interest in Tranglo. Subject to completion and the applicable settlement and payment arrangements, the Company intends to use net proceeds received from the sale of its Tranglo shares to repay indebtedness, fund working capital and support its AI and Web3 initiatives.
“We are pleased to have reinstated the SPA and established with New Margin a pathway toward a potential acquisition of 100% of Tranglo,” said Alex Kong, Founder, Executive Chairman and Chief Executive Officer of Currenc Group. “The extended timetable provides a framework to advance the remaining requirements. Completing the proposed transaction would be an important step in our strategy to monetize Tranglo, strengthen our balance sheet and focus resources on AI and Web3. We are focused on progressing the conditions and third-party arrangements required for closing.”
Ye Tian of New Margin commented, “We are pleased to have reinstated the SPA and agreed with Seamless to pursue a potential acquisition of 100% of Tranglo. Tranglo has built a valuable cross-border payments platform with an extensive international network, and we see significant potential in its next phase of growth. We are committed to working closely with Seamless to advance the remaining regulatory, licensing and documentation requirements and to pursue the third-party arrangements necessary to support completion.”
Transaction Overview
As previously announced on January 2, 2026, the original SPA provided for New Margin to acquire 100,465 ordinary shares of Tranglo, representing 60% of its issued share capital, for US$400 million, with US$200 million payable at closing and US$200 million payable within 90 days after closing. The SPA terminated automatically when the closing conditions were not satisfied or waived by September 30, 2026. The reinstated SPA retains the same aggregate purchase price and payment structure and, except for the express amendments in the Reinstatement Letter, all other terms and conditions remain unchanged and in full force and effect upon reinstatement.
RMA previously exercised tag-along rights in respect of all 66,977 ordinary shares held by it in Tranglo. As disclosed in the Company’s Annual Report on Form 20-F, under the existing transaction framework Seamless would sell approximately 60,279 Tranglo shares, representing approximately 36% of Tranglo’s issued share capital, for gross consideration of approximately US$240 million, and RMA would sell the balance of the 100,465 shares, representing approximately 24% of Tranglo, such that New Margin would acquire a total of 60% on the same terms. These amounts are before deduction of any amounts applied to Seamless’s judgment debt as described below.
Under the proposed enlarged transaction, New Margin would acquire 100% of Tranglo for aggregate consideration of US$666,666,666.67, calculated on a pro rata basis to the purchase price under the SPA. Approximately US$400 million would be attributable to Seamless’s entire 60% interest, and approximately US$266.7 million would be attributable to RMA’s 40% interest and would be payable to RMA rather than to Seamless or the Company. If the proposed full acquisition is completed, Seamless’s gross consideration would therefore increase from approximately US$240 million under the existing tag-along framework to approximately US$400 million for its entire interest, before applicable settlement and payment deductions.
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RMA is not a party to the Reinstatement Letter. The proposed acquisition of RMA’s shares, settlement of Seamless’s judgment debt, discharge of the charging order and any agreed standstill are intended to be documented through a separate tripartite agreement among Seamless, New Margin and RMA (the “Tripartite Agreement”). Beyond any obligation already existing under the SPA and the Shareholders’ Agreement, New Margin has no obligation to acquire or make any payment for RMA’s shares unless and until the Tripartite Agreement is executed. The proposed 100% acquisition therefore remains subject to definitive documentation and the cooperation and agreement of RMA, where required.
Path to Completion
Seamless and New Margin have agreed to cooperate fully and in good faith and use reasonable endeavours to progress the outstanding conditions. Their immediate priorities include renewal of Tranglo’s money services business licence, required regulatory change-of-control and director approvals, execution of the Deed of Ratification and Accession, New Margin’s funding arrangements and matters relating to discharge of the charging order over the shares owned by Seamless. The indicative timetable targets execution of the Tripartite Agreement by December 31, 2026 and satisfaction or waiver of the remaining conditions and closing by the extended longstop date.
As disclosed in the Company’s Report on Form 6-K dated October 7, 2026, the High Court of Malaya made absolute a charging order over the 100,465 Tranglo shares owned by Seamless in connection with an unsatisfied Singapore judgment for a principal sum of US$23,952,480.00, plus late payment charges and certain costs. Under the Reinstatement Letter, any payment to RMA in satisfaction of Seamless’s judgment debt would be made from the first US$200 million tranche otherwise payable to Seamless and separately identified from consideration payable for RMA’s own shares. The parties will seek RMA’s agreement to a standstill pending closing and to discharge the relevant security and discontinue related enforcement proceedings upon performance of the agreed settlement obligations. No standstill has been agreed as of the date of this press release, and RMA is entitled to commence further enforcement proceedings and seek a sale of the charged shares.
Founded in 1999, NewMargin Ventures (“NewMargin”) is a private equity firm that, according to information provided by NewMargin, manages over RMB40 billion in assets and has invested in more than 300 companies, with approximately 100 portfolio companies having completed IPOs or strategic exits. NewMargin intends to complete the transaction through its affiliated offshore investment entity, New Margin Holding Limited.
Completion of the transaction contemplated by the reinstated SPA remains subject to satisfaction or waiver of the applicable conditions, including required regulatory approvals and third-party consents, in accordance with the SPA’s terms. Completion of the proposed 100% acquisition is additionally subject to execution and implementation of the Tripartite Agreement and any other required definitive documentation. There can be no assurance that either transaction will be completed on the terms or timetable described in this press release, or at all. No advance purchase-price payments have been made as of the date of this press release.
Tranglo accounted for a majority of the Company’s revenue for the year ended December 31, 2025, and completion of the sale of the Company’s entire interest would result in the disposition of its principal operating business. The Company’s Annual Report on Form 20-F includes disclosure regarding substantial doubt about the Company’s ability to continue as a going concern.
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About Currenc Group Inc.
Currenc Group Inc. (Nasdaq: CURR) is a fintech company that provides artificial intelligence (AI) solutions to financial institutions. The Company’s AI solutions, including Seamless AI Call Centre and other AI-powered agents, are designed to reduce costs, increase efficiency and improve customer satisfaction for banks, insurance companies, telecommunications companies, government agencies and other financial institutions. Through Tranglo, the Company’s digital remittance platform also enables e-wallets, remittance companies, and corporations to provide real-time, 24/7 global payment services. In April 2026, Currenc tokenized its ordinary shares on the Ethereum and Solana blockchains.
For additional information, please refer to www.currencgroup.com, the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on April 30, 2026, and its subsequent Reports on Form 6-K.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this press release—including statements regarding the satisfaction or waiver of closing conditions, licence renewal and regulatory and director approvals, New Margin’s funding arrangements, the Tripartite Agreement, any judgment settlement, standstill, discharge or enforcement of the charging order, the structure, timing, completion and potential benefits of the transaction and proposed 100% acquisition, estimated proceeds and their expected use, the Company’s ability to continue as a going concern, and its business strategy, plans and objectives—are forward-looking statements.
Many factors could cause actual results to differ materially from those described in these forward-looking statements, including: the SPA’s prior automatic termination and the possibility that conditions may again not be satisfied or waived by the extended longstop date; renewal of Tranglo’s money services business licence and receipt of required regulatory approvals; New Margin’s ability to demonstrate and provide the required funding; RMA’s willingness to execute the Tripartite Agreement and agree to a standstill and settlement; enforcement of the charging order, including a potential sale below the SPA purchase price; increases in the judgment debt and the resulting reduction in proceeds payable to Seamless; termination in specified circumstances; possible changes to the terms, structure or timing of the transaction; the Company’s liquidity and going-concern position if the transaction is not completed; and the risks described in the Company’s SEC filings, including its Annual Report on Form 20-F filed on April 30, 2026 and its Reports on Form 6-K furnished since that date.
Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law. All information provided in this press release is as of the date of this press release.
Investor & Media Contact
Currenc Group Investor Relations
Email: investors@currencgroup.com
Source: Currenc Group Inc.
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Exhibit 99.2
STRICTLY PRIVATE AND CONFIDENTIAL
Date: 29 October 2026
New Margin Holding Limited
Attention: The Authorised Representative / Board of Directors
Dear Sirs,
| Re: | Share Purchase Agreement dated 1 January 2026 between Seamless Group Inc. (the “Seller”) and New Margin Holding Limited (the “Buyer”) relating to Tranglo Sdn. Bhd. (the “Company”) (the “SPA”) |
| — | Proposed Reinstatement, Extension of the Longstop Date and Enlargement of the Transaction Perimeter | |
1. We refer to the SPA and to the parties’ continuing discussions concerning the status of the transaction contemplated under it (the “Transaction”).
2. As the parties are aware, the Conditions (as defined in the SPA) were not satisfied or waived by the Longstop Date of 30 September 2026 and, in the absence of a written agreement between the parties to extend the Longstop Date, the SPA terminated automatically in accordance with clause 2 of the SPA. Both parties nonetheless remain committed to the Transaction and have continued discussions in good faith in relation to the outstanding conditions, including the regulatory approvals and licensing matters affecting the Company (including the renewal of the Company’s money services business licence and the related approvals from Bank Negara Malaysia and other relevant authorities) and the discharge of the charging order over the Sale Shares, as disclosed by Currenc Group Inc. in its Report on Form 6-K dated 7 October 2026.
3. Accordingly, we propose, and by countersigning and returning this letter the Buyer agrees, as follows:
| (a) | Reinstatement. The parties hereby agree to reinstate the SPA with effect from the date of countersignature of this letter, upon which the SPA shall continue in full force and effect, subject to the amendments expressly set out herein. Neither party shall rely on the expiry of the original Longstop Date, or the termination of the SPA prior to countersignature, as a ground for terminating or refusing to perform the reinstated SPA. The parties acknowledge that Ripple Markets APAC Pte. Ltd. (the “Investor”) exercised its tag-along rights by notice dated 23 January 2026 in respect of all 66,977 ordinary shares held by it in the Company, without prejudice to the parties’ respective rights and positions under the Shareholders’ Agreement. |
| (b) | Extended Longstop Date. The Longstop Date (as defined in the SPA) is amended to 31 March 2027, or such later date as may be agreed in writing by the Buyer and the Seller. | |
| (c) | Funding Arrangements. The deadline of 31 August 2026 in Paragraph 3 of Schedule 2 to the SPA (Funding Arrangements) is amended to 28 February 2027. | |
| (d) | Cooperation. Each party shall use its reasonable endeavours to procure satisfaction of the Conditions as soon as practicable and cooperate fully and in good faith: |
| (i) | in relation to renewal of the Company’s money services business licence and the regulatory change-of-control and director approvals under Paragraphs 1 and 5 of Schedule 2 to the SPA; |
| (ii) | with the Investor regarding discharge of the charging order over the Sale Shares, including mechanics under which the judgment debt may be settled out of the portion of the First Tranche at Closing payable to the Seller; and |
| (iii) | the execution of the Deed of Ratification and Accession under Paragraph 9 of Schedule 2 to the SPA. |
| (e) | Enlarged Transaction Perimeter – Proposed 100% Acquisition. The Buyer confirms its agreement in principle to acquire the entire issued share capital of the Company on that basis, at an aggregate consideration of US$666,666,666.67 (being the pro rata to the Purchase Price under the SPA). |
The parties acknowledge that the Investor is not a party to this letter. The Tripartite Agreement referred to in paragraph (l) is intended to document and implement the proposed acquisition of the Investor’s shares, settlement of the judgment debt, discharge of the charging order and any agreed standstill.
Nothing in this paragraph imposes on the Buyer any obligation to acquire any Investor shares beyond any obligation already existing under the SPA and the Shareholders’ Agreement, or to make any payment in respect thereof, unless and until the Tripartite Agreement is executed.
The parties shall engage the Investor in good faith with a view to:
| (i) | finalising documentation and completion mechanics for the proposed acquisition of the Investor’s shares; | |
| (ii) | agreeing a mechanism for satisfying the Seller’s judgment debt to the Investor from the portion of the First Tranche otherwise payable to the Seller, separately from the consideration payable for the Investor’s own shares; |
| (iii) | seeking the Investor’s agreement to a mutually acceptable standstill of enforcement and execution proceedings pending Closing, whilst preserving its security rights unless otherwise agreed; and | |
| (iv) | procuring discharge of the relevant security and withdrawal or discontinuance of related enforcement proceedings upon performance of the agreed settlement obligations. |
| (f) | Indicative Timetable. The parties shall use their reasonable endeavours to achieve the milestones set out in Annex A to this letter, which constitutes the parties’ agreed indicative completion timetable for the Transaction. Save for the Longstop Date (as extended pursuant to paragraph (b) above) and the date referred to in paragraph (c) above, no milestone shall constitute a Condition or give rise to any right of termination under the SPA. Any milestone requiring the cooperation or approval of the Investor, Bank Negara Malaysia or any other third party shall remain subject to such cooperation or approval being obtained. The parties shall pursue regulatory and licensing matters concurrently with discussions concerning the Tripartite Agreement. | |
| (g) | Mutual Release. Each party irrevocably waives and releases any claim against the other arising solely out of the termination of the SPA by operation of clause 2 of the SPA upon the lapse of the original Longstop Date. Save as aforesaid, all accrued rights and remedies of the parties (including in respect of any breach of the SPA existing at or before such termination) are preserved. | |
| (h) | No Other Variation. Save as expressly set out in this letter, all other terms and conditions of the SPA shall remain unchanged and in full force and effect upon its reinstatement, and this letter constitutes a binding agreement for the reinstatement and amendment of the SPA. | |
| (i) | Governing Law and Arbitration. This letter, and any dispute, controversy or claim arising out of or relating to it (including its existence, validity, breach or termination), shall be governed by and construed in accordance with the law of Malaysia and resolved in accordance with clause 26 of the SPA (HKIAC arbitration, seat Hong Kong). |
| (j) | Seller’s Representations and Warranties. Subject to matters fairly disclosed in the Disclosure Schedule under the SPA or specifically disclosed to the Buyer in writing (including identified relevant disclosures in Currenc Group Inc.’s public filings), and to the qualifications, limitations and remedies in clauses 6 and 7 and Schedule 5 of the SPA, the Seller represents and warrants to the Buyer as at countersignature and, unless expressly stated otherwise, as at Closing, that: |
| (i) | the Seller has conducted, and shall procure that the Company conducts, the renewal of the Company’s money services business licence in compliance in all material respects with all applicable laws and regulations; and, so far as the Seller is aware, having made due and reasonable enquiry, there is no fact or circumstance which would reasonably be expected to result in the renewal being refused, the existing licence being revoked or suspended, or conditions being imposed which would reasonably be expected to have a material adverse effect on the Transaction. The Seller shall promptly notify the Buyer in writing of any material communication, query, investigation or enforcement action from Bank Negara Malaysia or any other relevant authority in connection with the licence renewal or the Transaction; | |
| (ii) | so far as the Seller is aware, having made due and reasonable enquiry, there are no material liabilities, contingent liabilities, judgments, awards, security interests, charging orders or other encumbrances affecting the Company or the Sale Shares which have not been fairly disclosed to the Buyer in writing, other than liabilities incurred in the ordinary course of business consistent with past practice which are not materially adverse to the Transaction. Any breach of this representation and warranty shall be subject to the remedies, limitations and exclusions set out in the SPA; and | |
| (iii) | other than the charging order referred to in paragraph 2, any rights or restrictions arising under the SPA or the Shareholders’ Agreement, and any matter otherwise fairly disclosed to the Buyer in writing, the Seller has not created, and so far as the Seller is aware there does not exist, any other pledge, lien, charge or other security interest over the Sale Shares. |
| (k) | Regulatory Failure and Termination. If the SPA terminates in accordance with its terms solely as a result of the non-satisfaction, by the Longstop Date (as extended), of the Conditions relating to the renewal of the Company’s money services business licence or any regulatory change-of-control or director approval required under the SPA, and such non-satisfaction is not attributable to a breach by a party of its obligations under the SPA or this letter, neither party shall be liable to pay any break fee, reverse break fee or other compensation solely by reason of such termination, except to the extent expressly required under the SPA. Any such termination shall be without prejudice to: |
| (i) | accrued rights and remedies, including in respect of any prior breach; | |
| (ii) | provisions of the SPA or this letter expressed or intended to survive termination; and |
| (iii) | each party’s other rights and remedies under the SPA. |
Any amount paid by the Buyer to the Seller in advance of Closing on account of the Purchase Price and retained by the Seller shall be returned within five (5) Business Days after termination, subject to the SPA’s provisions governing such payments.
| (l) | Mutual Termination. The Buyer and the Seller may mutually agree in writing to terminate the SPA and this letter at any time prior to Closing, without either party being liable to the other for any break fee, penalty or compensation arising solely from such termination, including where the parties are unable to reach agreement with the Investor on the proposed acquisition of its shares or the terms of the Tripartite Agreement. Such termination shall not constitute an acknowledgment of any liability to the Investor arising from the non-completion of the Transaction or the proposed acquisition of the Investor’s shares. | |
| (m) | Tripartite Agreement for Proposed Acquisition of Investor’s Shares . The parties shall use reasonable endeavours to negotiate and execute a tripartite agreement among the Buyer, Seller and Investor (the “Tripartite Agreement”) in relation to the proposed acquisition of the Investor’s shares, settlement of the Seller’s judgment debt, discharge of the charging order and any standstill. |
This agreement shall supplement, and not replace or waive, the separate Conditions in Paragraphs 8 and 9 of Schedule 2 to the SPA; the Deed of Ratification and Accession required by Paragraph 9 must still be duly executed by the Investor unless the parties and Investor validly agree otherwise in accordance with the SPA.
The Seller shall not agree arrangements purporting to bind the Buyer, increase its payment obligations or alter the First Tranche or Closing mechanics without the Buyer’s prior written consent.
Any payment by the Buyer to the Investor in satisfaction of the Seller’s judgment debt shall be made from the portion of the First Tranche otherwise payable to the Seller, under the Seller’s written payment direction and an express agreed variation or implementation of clause 4.6 of the SPA; such payment shall constitute a corresponding discharge of the Buyer’s purchase-price obligation to the Seller and shall be separately identified from consideration for the Investor’s own shares.
The Tripartite Agreement shall provide for payment against delivery of appropriate discharge and release documents and undertakings or court filings necessary to discharge the charging order and discontinue related enforcement, with effectiveness upon receipt of cleared funds or as soon as practicable thereafter under applicable procedures.
The parties shall seek the Investor’s agreement to a standstill pending Closing on mutually acceptable terms.
Each party shall bear its own legal and advisory costs of negotiating and executing the Tripartite Agreement, and the Seller shall bear court, registry and other official costs of discharging the charging order, unless otherwise agreed.
4. This letter may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. For the purposes of this letter, a reference to writing includes email.
5. Kindly confirm your agreement to the above by signing and returning a copy of this letter by no later than 31 October 2026, whereupon this letter shall take effect as a binding reinstatement and amendment agreement between the parties from the date of your countersignature.
Yours faithfully,
For and on behalf of
Seamless Group Inc.
| /s/ Kong King Ong Alexander | ||
| Name: | Kong King Ong Alexander | |
| Designation: | CEO & Director | |
Acknowledged and Agreed
For and on behalf of
New Margin Holding Limited
| /s/ Ye Tian | ||
| Name: | Ye Tian | |
| Designation: | Director | |
| Date: | 29 October 2026 |
|
ANNEX A – INDICATIVE COMPLETION TIMETABLE
(referred to in paragraph 3(f))
| Milestone | Target Date | |
| Countersignature of this letter by the Buyer | Upon agreement / as soon as practicable | |
| Commencement of engagement with the Investor on the Tripartite Agreement, judgment settlement and proposed standstill, and withdrawal of objections to licensing matters | Promptly following execution of this letter | |
| Execution of the Tripartite Agreement among the Buyer, the Seller and the Investor | By 31 December 2026 | |
| Progression of the Company’s money services business licence renewal and regulatory change-of-control and director approval applications (Paragraphs 1 and 5 of Schedule 2 to the SPA) | Throughout the extended period, concurrently with discussions with the Investor | |
| Funding demonstration by the Buyer (Paragraph 3 of Schedule 2 to the SPA) | By 28 February 2027 | |
| Satisfaction or waiver of the remaining Conditions and Closing | By 31 March 2027 (extended Longstop Date) |
Note: This timetable is indicative only and is to be read in accordance with paragraph 3(f) of this letter. Regulatory and licensing matters shall be progressed concurrently with negotiations with the Investor and shall not await execution of the Tripartite Agreement.