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 November 2025
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
November 2, 2025, Currenc Group Inc. (Nasdaq: CURR) (“Currenc” or the “Company”) entered into a non-binding term
sheet (the “Term Sheet”) with Animoca Brands Corporation Limited (“Animoca Brands”) in relation to a business
combination between Currenc and Animoca Brands wherein Currenc would acquire 100% of the issued shares of Animoca Brands by way of an
Australian scheme of arrangement (the “Proposed Merger”). The parties currently expect, if the Proposed Merger is completed,
that the combined company would operate under the Animoca Brands name.
A
copy of the Company’s press release dated November 3, 2025 announcing the Proposed Merger is furnished as Exhibit 99.1 to this
Report on Form 6-K. A copy of the Term Sheet is furnished as Exhibit 99.2 to this Report on Form 6-K. The Term Sheet is 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 Merger 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 Term Sheet 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 Merger, the anticipated structure and timing of the Proposed Merger, 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 November 3, 2025, titled “Currenc Group Announces Proposed Reverse Merger with Animoca Brands Corporation Limited”. |
| 99.2 |
|
Term Sheet for the Proposed Acquisition of the Entire Equity Interest of Animoca Brands Corporation Limited, dated November 2, 2025, by and between Currenc Group Inc. and Animoca Brands Corporation 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:
November 3, 2025
| |
CURRENC GROUP
INC. |
| |
|
|
| |
By: |
/s/ Wan Lung
Eng |
| |
Name: |
Wan Lung Eng |
| |
Title: |
Chief Financial Officer |
