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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 20, 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
Settlement
Agreement
On
June 20, 2025, Currenc Group, Inc., an exempted company incorporated and registered in the Cayman Islands (the “Company”
or “Currenc”), entered into a Settlement Agreement (the “Settlement Agreement”) with Alta Partners, LLC (“Alta”).
Pursuant to the Settlement Agreement, the Company agreed to issue Alta 86,489 (the “Exchanged Shares”) of the Company’s
ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), in exchange for cancelling 518,934 warrants exercisable
for Ordinary Shares (the “Currenc Warrants”) pursuant to that certain Warrant Exchange Agreement (as defined below), in full
and complete resolution and release of any and all potential claims Alta and the Company may have against one another including
for any reason, without limitation, in connection with the Currenc Warrants.
The
foregoing description of the Settlement Agreement does not purport to be complete, and is qualified in its entirety by reference to the
full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Warrant
Exchange Agreement
The
information regarding the Warrant Exchange 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 20, 2025, the Company entered into a Warrant Exchange Agreement (the “Warrant Exchange Agreement”) with Alta,
pursuant to which the Company cancelled Alta’s Currenc Warrants and issued Alta the Exchanged Shares. Within three (3) business
days of delivery by Alta of the Currenc Warrants to the Company’s transfer agent for cancellation, the Company shall issue and deliver
the Exchanged Shares and the Currenc Warrants shall be cancelled in full and be of no further force or effect. The Warrant Exchange
Agreement contains customary representations and warranties of the parties.
The
foregoing description of the Warrant Exchange Agreement does not purport to be complete, and is qualified in its entirety by reference
to the full text of the Warrant Exchange Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item
8.01 Other Events
On
June 24, 2025, the Company issued a press release announcing that the Company and Galaxy Payroll Group Limited have entered into a strategic
partnership to jointly develop AI-powered human resources solutions for the Company’s “AI Staff for Hire” platform.
A copy of the press release is furnished herewith as Exhibit 99.1 hereto and is incorporated herein by reference.
The
information reported under this Item 8.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Settlement Agreement, dated June 20, 2025, by and between Currenc Group, Inc. and Alta Partners, LLC. |
| 10.2 |
|
Warrant Exchange Agreement, dated June 20, 2025, by and between Currenc Group, Inc. and Alta Partners, LLC. |
| 99.1 |
|
Press Release, dated June 24, 2025 |
| 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 25, 2025
| |
CURRENC
GROUP INC. |
| |
|
|
| |
By: |
/s/
Ronnie Ka Wah Hui |
| |
Name:
|
Ronnie
Ka Wah Hui |
| |
Title: |
Chief
Executive Officer |
