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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): June 15, 2025
Currenc
Group Inc.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41079 |
|
98-1602649 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
410
North Bridge Road,
SPACES
City Hall,
Singapore
|
|
188726 |
| (Address of principal executive
offices) |
|
(Zip Code) |
+65
6407-7362
(Registrant’s
telephone number, including area code)
INFINT
Acquisition Corporation
32
Broadway, Suite 401
New York, New York 10004
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Ordinary shares, par
value $0.0001 per share |
|
CURR |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement
The
information regarding the Share Purchase Agreement and Amendment No. 1 to the Share Purchase Agreement set forth in item 3.02 of this
Current Report on Form 8-K regarding the Share Purchase Agreement is incorporated by reference into this Item 1.01.
Item
3.02 Unregistered Sales of Equity Securities
On
June 15, 2025, Currenc Group, Inc., an exempted company incorporated and registered in the Cayman Islands (together with its wholly-owned
subsidiaries, the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with nine
creditors (each a “Creditor” and collectively, the “Creditors”) of the Company, pursuant to which the Company
issued an aggregate of 28,360,373 (the “Private Placement Shares”) of the Company’s ordinary shares, par value $0.0001
per share (the “Ordinary Shares”), in full satisfaction of an aggregate amount of $12,166,600 of the Company’s outstanding
unsecured obligations owed to the Creditors (the “Obligations”), at a price per share of $0.43, equating in each case to
a $0.50 discount for each $1.00 of Obligations (collectively, the “Private Placement”).
Other
than the satisfaction of the Obligations, the Company will receive no additional consideration in connection with the issuance of the
Private Placement Shares, and the Company has not paid or given any commission or other remuneration directly or indirectly for soliciting
the Private Placement. The Share Purchase Agreement contains customary representations and warranties.
On
June 19, 2025, the Company and the Creditors entered into Amendment No. 1 to the Share Purchase Agreement (“Amendment No. 1”),
which amends the closing date on which the Company would issue the Private Placement Shares and the date on which the Obligations would
be satisfied, from June 19, 2025, to June 30, 2025, or such other date
as the Company and the Creditors may mutually agree.
As
such, the closing of the Private Placement is expected to occur on or about June 30, 2025.
The
foregoing descriptions of the Share Purchase Agreement and Amendment No. 1 do not purport to be complete, and are qualified in their
entirety by reference to the full text of the Share Purchase Agreement and Amendment No. 1, copies of which are filed as Exhibits 10.1
and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Share Purchase Agreement, dated June 15, 2025, by and between Currenc Group, Inc. and the Creditors listed therein |
| 10.2 |
|
Amendment No. 1 to Share Purchase Agreement, dated June 19, 2025, by and between Currenc Group, Inc. and the Creditors listed therein |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
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:
June 20, 2025
| |
CURRENC GROUP
INC. |
| |
|
|
| |
By: |
/s/ Ronnie
Ka Wah Hui |
| |
Name: |
Ronnie Ka Wah Hui |
| |
Title: |
Chief Executive Officer |
