CURR 10-K & 10-Q changes, risk factors and insider trading
Currenc Group Inc. · Nasdaq · Services-Business Services, Nec · CIK 1862935 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Unless the context otherwise requires, all references in this subsection to the “Company,” “Seamless,” “we,” “us” or “our” refer to the business of Seamless prior to the consummation of the Business Combination, which is the business of Currenc following the consummation of the Business Combination.”
New heading “We may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments in unsuccessful new products and services.”
New heading “We face significant competition in the markets in which we operate, and we may fail to successfully compete against current or future competitors.”
New heading “Our operations are dependent on our proprietary and external technology platforms and comprehensive ecosystems, and any systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our products or services could result in harm to our business and our brand, loss of users, customers and partners and subject us to substantial liability.”
New heading “If we fail to recruit new remittance partners and users or retain our existing remittance partners and users, our business and revenue will be harmed.”
New heading “Our business depends on our strong and trusted brands, and any failure to maintain, protect and enhance our brands would harm our business.”
New heading “Our services must integrate with a variety of operating systems, networks and devices.”
New heading “We are experiencing ongoing rapid change and significant growth in our business and we may not succeed in managing or expanding our business across the expansive and diverse markets in which we operate.”
New heading “Our cross-border payment and money transfer services are exposed to foreign exchange risk.”
New heading “Acquisitions, partnerships, joint ventures, entries into new businesses, and divestitures could disrupt our business, divert management attention and harm our financial conditions.”
New heading “Unauthorized disclosure of sensitive or confidential merchant, partner or user information or our failure or the perception that we failed to comply with privacy laws or properly address privacy concerns could harm our business and standing with merchants, partners and users.”
New heading “Failure to deal effectively with fraud, fictitious transactions, failed transactions or negative customer experiences would increase our loss rate and harm our business, and could severely diminish merchant, partner and user confidence in and use of our services.”
New heading “We have a limited operating history in new and evolving markets and our historical results may not be indicative of our future results.”
New heading “Our business model may change in the future and we may provide services that are not currently provided or planned for in our strategies.”
New heading “Our risk management system may not be adequate or effective in all respects.”
New heading “We require a significant amount of pre-funding in each market that we operate in order to facilitate our real-time foreign exchange services; insufficient pre-funding may result in an inability to complete real-time money transfer or exchange services on behalf of our customers.”
New heading “The funding process used by certain customers of Tranglo relies on XRP, a cryptocurrency, and certain services provided by Ripple Services, Inc. and two cryptocurrency exchanges; if they are not able to continue to provide services due to regulatory change, our business, financial condition and results of operations may be materially adversely effected.”
New heading “Increased adoption of the funding process Tranglo offers which relies on XRP may reduce our remittance revenue, and our business, financial condition and results of operations may be materially adversely effected.”
New heading “Recent volatility, security breaches, manipulative practices, business failure and fraud in the cryptocurrency industry may adversely impact adoption and use by customers of Tranglo’s ODL service, and as a result our business, financial condition and results of operations may be materially adversely effected.”
New heading “Our strategic partner, Ripple Labs Singapore Pte. Ltd., owns 40% of Tranglo and pursuant to a certain Shareholders’ Agreement, has certain contractual rights that could temporarily disrupt Tranglo’s existing business or prevent our ability to expand it.”
New heading “Our ODL business depends on Ripple Services Inc. depositing enough XRP for liquidation to yield an amount of fiat currency, such as U.S. dollars, equal to the amount purchased by our customer.”
New heading “We are subject to risks associated with our Deed of Guarantee and the terms of thereof may contractually limit our ability to incur additional indebtedness.”
New heading “We rely upon the Internet infrastructure, data center providers and telecommunications networks in the markets where we operate.”
New heading “The digital wallet market in Asia is developing, and the expansion of our business depends on the continued growth of digital wallets, as well as increased availability, quality and usage of mobile devices and the Internet in Asia.”
New heading “A significant change, material slowdown or complete disruption in international migration patterns could adversely affect our business, financial condition and results of operations.”
New heading “We may fail to attract, motivate and retain the key members of our management team or other experienced and capable employees.”
New heading “An increase in the use of credit cards or bank transfers, or an increase in the use of digital currencies, as a means of payment in the markets in which we operate, may result in lower growth or a decline in the use of our services.”
New heading “Customer complaints or negative publicity about our customer service could reduce usage of our products and services.”
New heading “We may not be able to protect our intellectual property rights.”
New heading “Our quarterly and annual results of operations and operating metrics fluctuate significantly and are unpredictable and subject to seasonality, which could result in the trading price of our Ordinary Shares being unpredictable or declining.”
New heading “We may need additional capital but may not be able to obtain it on favorable terms or at all.”
New heading “We have limited business insurance coverage.”
New heading “We are subject to risks related to litigation, including intellectual property claims, consumer protection actions and regulatory disputes. Legal proceedings against us could harm our reputation and have a material adverse effect on our business, results of operations, financial condition and prospects.”
New heading “An occurrence of a natural disaster, widespread health epidemic or other outbreaks could seriously harm our business, financial condition and results of operations.”
New heading “Changes in tax laws, tax incentives, benefits or differing interpretations of tax laws may harm our results of operations.”
New heading “We are a holding company and do not have any material assets other than the shares of our subsidiaries and any change in our ability to repatriate dividends or other payments from our subsidiaries could materially adversely affect us.”
New heading “We may cease to benefit from assets and licenses held by our subsidiaries that are critical to the operations of our business if our subsidiaries were to declare bankruptcy or become subject to dissolution or liquidation proceedings.”
New heading “Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm economies in Southeast Asia and the price of securities of companies operating in Southeast Asia, including the price of our Ordinary Shares.”
New heading “We conduct money transfer transactions through agents in some regions that are politically volatile or, in a limited number of cases, that are subject to certain OFAC restrictions.”
New heading “Our user metrics and other estimates are subject to inherent challenges in measuring our operating performance.”
New heading “Changes in the economic, political or social conditions, government policies or regulatory developments in Asia could have a material adverse effect on our business and operations.”
New heading “Our revenue and net income may be materially and adversely affected by any economic slowdown in any regions of Southeast Asia as well as globally.”
New heading “Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect us.”
New heading “It will be difficult to acquire jurisdiction and enforce liabilities against our assets based in some Southeast Asian jurisdictions.”
New heading “Because TNG Asia’s operations and GEA’s operations are in Hong Kong, a special administrative region of PRC, we might face a risk that the government of the PRC could intervene in or influence their operations at any time, which could result in a material change in TNG Asia’s operations and GEA’s operations and limit their ability to do business with Currenc which would reduce our revenues and could reduce the value of the Ordinary Shares.”
New heading “Fluctuations in foreign currency exchange rates will affect our financial results, which we report in U.S. Dollars.”
New heading “Restrictions on currency exchange in certain countries may limit our ability to receive and use our revenue effectively.”
New heading “The ability of our subsidiaries in certain countries to distribute dividends to us may be subject to restrictions under their respective laws.”
New heading “You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are an exempted company under Cayman Islands law.”
New heading “Certain judgments obtained against us by our shareholders may not be enforceable.”
New heading “As an exempted company registered by way of continuation in the Cayman Islands, we may be permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.”
New heading “Risks Related to the Government Regulation Regulatory Framework Applicable to Us”
New heading “Our business is subject to extensive government regulation and oversight across various geographies and our status under these regulations may change.”
New heading “We may fail to obtain, maintain or renew requisite licenses and approvals.”
New heading “We are subject to anti-money laundering laws and regulations.”
New heading “A former director of one of our subsidiaries was required to resign his position by a local regulator.”
New heading “Risks Related to Our Organization and Structure”
New heading “Our management team may not successfully or efficiently manage its transition to being a public company.”
New heading “We are an “emerging growth company,” and our reduced SEC reporting requirements may make our shares less attractive to investors.”
New heading “We will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.”
New heading “Currenc will incur significantly increased costs and devote substantial management time as a result of operating as a public company, particularly after it is no longer an “emerging growth company.””
New heading “We will need to improve our operational and financial systems to support our expected growth, increasingly complex business arrangements, and rules governing revenue and expense recognition and any inability to do so will adversely affect our billing and reporting.”
New heading “Our management has limited experience in operating a U.S.-listed public company.”
New heading “Currenc’s corporate actions will be substantially controlled by its chairman of the board, who will have the ability to exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your Ordinary Shares and materially reduce the value of your investment.”
New heading “Following the completion of the Business Combination, after June 30, 2025, Currenc qualifies as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such Currenc will be exempt from certain provisions applicable to United States domestic public companies.”
New heading “Currenc may be a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors who own Ordinary Shares following the completion of the Business Combination.”
New heading “The transfer of our Ordinary Shares may be subject to U.S. estate and generation-skipping transfer tax.”
New heading “Risks Related an Investment in of Our Securities”
New heading “An active market for our securities may not develop, which would adversely affect the liquidity and price of our securities.”
New heading “Our warrants are not currently listed on a national securities exchange.”
New heading “Our failure to meet Nasdaq’s continued listing requirements could result in a delisting of our shares.”
New heading “The market price of our Ordinary Shares may decline following the Business Combination.”
New heading “If securities or industry analysts do not publish research or reports about our business, if they change their recommendations regarding our Ordinary Shares or if our operating results do not meet their expectations, our Ordinary Shares price and trading volume could decline.”
New heading “Our Ordinary Share price may decline and you could lose all or part of your investment as a result.”
New heading “Because there are no current plans to pay cash dividends on our Ordinary Shares for the foreseeable future, you may not receive any return on investment unless you sell your Ordinary Shares at a price greater than what you paid for it.”
New heading “Our shareholders may experience dilution in the future.”
New heading “Future sales, or the perception of future sales, by us or our shareholders in the public market could cause the market price for our Ordinary Shares to decline.”
New heading “There is no guarantee that the public warrants or private warrants will ever be in the money; they may expire worthless or the terms of warrants may be amended.”
New heading “We may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.”
New heading “There may be sales of a substantial amount of our Ordinary Shares after the Business Combination by current shareholders, and these sales could cause the price of our Ordinary Shares to fall.”
New heading “Future resales of our Ordinary Shares may cause the market price of our securities to drop significantly, even if our business is doing well.”
New heading “Our Warrants may not be exercised at all or may be exercised on a cashless basis and we may not receive any cash proceeds from the exercise of the Warrants.”
New heading “We may from time to time need additional financing to fund operations and to expand our business, including to pursue acquisitions and other strategic opportunities.”
Removed heading “If the net proceeds of the IPO and the sale of the private placement warrants not being held in the Trust Account are insufficient to allow us to operate at least until the Third Extended Date, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial business combination.”
Removed heading “We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.”
Removed heading “We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.”
Removed heading “We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflicts such as those between Russia and Ukraine, and between Israel and Hamas. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.”
Removed heading “We have identified a material weakness in our internal control over financial reporting as of December 31, 2023. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.”
Removed heading “Risks Related to Our Proposed Initial Business Combination”
Removed heading “Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a business combination. Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.”
Removed heading “If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.”
Removed heading “The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.”
Removed heading “The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.”
Removed heading “The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.”
Removed heading “The requirement that we complete our initial business combination prior to the Third Extended Date, may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.”
Removed heading “Our search for a business combination, and any partner business with which we ultimately complete a business combination, may be materially adversely affected by the past and ongoing impacts of coronavirus (COVID-19) pandemic, other events and the status of debt and equity markets.”
Removed heading “If we are unable to consummate our initial business combination prior to the Third Extended Date, our public shareholders may be forced to wait beyond the Third Extended Date before redemption from our Trust Account.”
Removed heading “We may not be able to complete our initial business combination within the prescribed timeframe, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.”
Removed heading “We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.”
Removed heading “Because of our limited resources and the significant competition for business combination opportunities, it may be difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, including the proposed business combination with Seamless, our public shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.”
Removed heading “Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.”
Removed heading “Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, if we are unable to complete the proposed business combination with Seamless, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and, as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.”
Removed heading “We may only be able to complete one business combination with the proceeds of the IPO and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.”
Removed heading “If we are unable to complete the Business Combination with Seamless, we may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.”
Removed heading “We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.”
Removed heading “We are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions and consequently, our shareholders may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.”
Removed heading “Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.”
Removed heading “If we are unable to complete the Business Combination with Seamless, we may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.”
Removed heading “Affiliates of our Sponsor have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us.”
Removed heading “Certain members of our management team may be involved in and have a greater financial interest in the performance of other Sponsor entities, and such activities may create conflicts of interest in making decisions on our behalf.”
Removed heading “We may not have sufficient funds to satisfy indemnification claims of our directors and officers.”
Removed heading “Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.””
Removed heading “Risks Related to Our Operations”
Removed heading “Our management may not be able to maintain control of a target business after our initial business combination. New management might not possess the skills, qualifications or abilities necessary to profitably operate such business.”
Removed heading “We are dependent upon our officers and directors and their loss could adversely affect our ability to operate.”
Removed heading “Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.”
Removed heading “Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.”
Removed heading “We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.”
Removed heading “The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.”
Removed heading “Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.”
Removed heading “Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”
Removed heading “Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.”
Removed heading “Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.”
Removed heading “We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.”
Removed heading “Since our Sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after the IPO), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.”
Removed heading “Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.”
Removed heading “Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.”
Removed heading “If we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.”
Removed heading “Risks Related to Our Corporate Governance and Shareholder Rights”
Removed heading “Prior to the closing of our initial business combination, holders of our founder shares are the only shareholders of the Company which will have the right to vote on the election of directors. Therefore, upon the listing of our shares on the NYSE, the NYSE may consider us to be a “controlled company” within the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.”
Removed heading “We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.”
Removed heading “In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our Charter or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.”
Removed heading “After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.”
Removed heading “Our letter agreement with our Sponsor, certain advisor transferees, officers and directors and EF Hutton by virtue of its ownership of representative shares may be amended without shareholder approval.”
Removed heading “The grant of registration rights to our initial shareholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.”
Removed heading “Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.”
Removed heading “Provisions in our Charter may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.”
Removed heading “You will not be entitled to protections normally afforded to investors of many other blank check companies.”
Removed heading “You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.”
Removed heading “NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.”
Removed heading “If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.”
Removed heading “If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.”
Removed heading “We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to- one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.”
Removed heading “Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.”
Removed heading “We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to our investors, thereby making their warrants worthless.”
Removed heading “If we do not file and maintain a current and effective prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, holders will only be able to exercise such warrants on a “cashless basis.””
Removed heading “An investor will only be able to exercise a warrant if the issuance of Class A ordinary shares upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.”
Removed heading “We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.”
Removed heading “A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.”
Removed heading “Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.”
Removed heading “Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.”
Removed heading “Risks Associated with Acquiring and Operating a Business in Foreign Countries”
Removed heading “We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.”
Removed heading “If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.”
Removed heading “Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial business combination.”
Removed heading “If the Company is deemed a “foreign person” under the regulations relating to CFIUS, its failure to obtain any required approvals within the requisite time period may require us to liquidate.”
Removed heading “If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.”
Removed heading “After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.”
Removed heading “Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.”
Removed heading “We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.”
Removed heading “Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.”
Removed heading “General Risk Factors”
Removed heading “We are a blank check company with limited operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.”
Removed heading “Past performance by our management team, our Sponsor and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the Company.”
Removed heading “Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.”
Removed heading “We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.”
Removed heading “We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.”
Removed heading “Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.”
Removed heading “We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.”
Removed heading “If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.”
Removed heading “To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, the interest earned on the funds held in the Trust Account may be materially reduced, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.”
Removed heading “Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.”
Removed heading “If third parties bring claims against us, the funds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than the current amount in the Trust Account per share.”
Removed heading “The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in Trust Account such that the per-share redemption amount received by public shareholders may be less than $11.36 per share.”
Removed heading “If, after we distribute the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board and us to claims of punitive damages.”
Removed heading “If, before distributing the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per- share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.”
Removed heading “Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.”
Largest changes
“U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. …”see in full comparison
“Even if we conduct due diligence on a target business with which we combine, this diligence might not identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. …”see in full comparison
“Recent increases in inflation and interest rates in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, and may lead to other national, regional and international economic disruptions, any of which could make it more difficult for us to consummate an initial business combination. …”see in full comparison
“Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.”see in full comparison
“If, after we distribute the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board and us to claims of punitive damages.”see in full comparison
“We may be, and in some instances have been, subject to claims, lawsuits (including class actions and individual lawsuits), government investigations, and other proceedings involving intellectual property, consumer protection, privacy, labor and employment, immigration, import and export practices, competition, accessibility, securities, tax, marketing and communications practices, commercial disputes, and other matters.”see in full comparison
Full comparison: every changed paragraph (491)
Unless the context otherwise requires, all references in this subsection to the “Company,” “Seamless,” “we,” “us” or “our” refer to the business of Seamless prior to the consummation of the Business Combination, which is the business of Currenc following the consummation of the Business Combination.
This
Annual Report contains forward-looking information based on our current expectations. You should carefully consider the risks and uncertainties
described below together with all of the other information contained in this Annual Report, including our consolidated financial statements
and the related notes appearing at the end of this Annual Report, before deciding whether to invest in our units. If any of the following
events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading
price of our securities could decline, and you could lose all or part of your investment. For risk factors related to Seamless and the
Business Combination, please review the Registration Statement on Form S-4 filed by the Company, including the preliminary proxy statement/prospectus
of the Company included therein, as previously amended and as further amended after the date hereof, and the definitive proxy statement/prospectus
to be filed by the Company.
Risks
Related to Our BusinessBusiness, Industry, and Financial PositionOperations
We may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments in unsuccessful new products and services.
Rapid, significant and disruptive technological changes continue to impact the industries in which we operate, including developments in electronic and mobile wallets and payments, money transfer, payment card tokenization, social commerce (i.e., e-commerce through social networks), authentication, virtual currencies, blockchain technologies, machine learning and artificial intelligence. We cannot predict the effects of technological changes on our business. In addition to our own initiatives and innovations, we rely in part on third parties for the development of and access to new technologies. We expect that new services and technologies applicable to the industries in which we operate will continue to emerge and may be superior to, or render obsolete, the technologies we currently use in our products and services. Developing and incorporating new technologies into our products and services may require substantial expenditures, take considerable time, and ultimately may not be successful. In addition, our ability to adopt new services and develop new technologies may be inhibited by industry-wide standards, new laws and regulations, resistance to change from consumers or merchants, or third parties’ intellectual property rights. Our success will depend on our ability to develop new technologies and adapt to technological changes and evolving industry standards.
We face significant competition in the markets in which we operate, and we may fail to successfully compete against current or future competitors.
We compete in a large number of markets characterized by vigorous competition, changing technology, changing customer needs, evolving industry standards and frequent introductions of new products and services. Money transfer and electronic payment services compete in a concentrated industry, with a small number of large competitors and a large number of small, niche competitors. Our competitors include domestic and regional mobile wallets, money transfer (customer-to-customer and customer-to-business) specialists, providers of digital payment solutions, traditional financial institutions, other well-established companies (such as social media platforms or applications) that develop electronic payment services, third parties that host electronic payment services, billers offering their own electronic payment services and other financial institutions. See “Business-Competition Analysis” for further details on our competitors.
We expect competition to intensify in the future as existing and new competitors introduce new services or enhance existing services. We compete against many companies to attract customers. Some of these companies have a longer operating history, greater financial resources and substantially larger customer bases than we do. Some of these companies may also be tied to established banks and other financial institutions and may therefore offer greater liquidity and generate greater consumer confidence in the safety and reliability of their services than ours. Some of these companies link digital payment solutions to their other existing services, such as social media platforms or applications, and such synergies may help them develop their customer bases more effectively than us, especially where these existing services have been successful for a considerable period of time and have already gained customer confidence and reliance. All of the above competitors may devote greater resources than we do to the development, promotion and sale of products and services, and they may be more effective in introducing innovative products and services. Mergers and acquisitions by or among these companies may lead to even larger competitors with more resources. Failure to keep pace with our competitors would hinder our growth.
We also expect new entrants to offer competitive products and services. For example, established banks and other financial institutions, existing social media platform and application service providers and other financial technology (“fintech”) startups that have yet to provide digital payment services could develop such technologies and enter the market. Companies already operating digital payment services in other Asian countries could also quickly enter into the region where we operate.
Certain merchants have longstanding preferential or near-exclusive relationships with our competitors to accept payment cards and/or other services that we offer. These exclusive or near-exclusive relationships may make it difficult or cost prohibitive for us to gain additional market share with respect to these merchants. If we are unable to differentiate ourselves from and successfully compete with our competitors, our business will suffer serious harm.
We may also face pricing pressures from competitors. If we fail to price our services appropriately relative to our competitors, consumers may not use our services, which could adversely affect our business and financial results. For example, the number of our transactions in certain key corridors where we face intense competition could be adversely affected by increasing pricing pressures between our money transfer services and those of some of our competitors, which could adversely affect our financial results. Our competitors have at times offered special foreign exchange rate promotions on their global money transfer services in order to attract business which has negatively impacted our business. On the other hand, if we reduce prices in order to more effectively compete in these corridors, this could also adversely affect our financial results.
Our operations are dependent on our proprietary and external technology platforms and comprehensive ecosystems, and any systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our products or services could result in harm to our business and our brand, loss of users, customers and partners and subject us to substantial liability.
Our systems and those of our third-party service providers, including data center facilities, may experience hardware breakdown, service interruptions, computer viruses, denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks and other geopolitical unrest, or other events.
Moreover, when too many customers connect to our platform within a short period of time, we have in the past and may in the future experience system interruptions that render our platforms temporarily unavailable and prevent us from efficiently completing payment transactions. Our systems are also subject to break-ins, sabotage, and acts of vandalism. While we have backup systems and contingency plans for certain aspects of our operations and business processes, our planning does not account for all possible scenarios and eventualities.
We have experienced and will likely continue to experience denial-of-service attacks, system failures, and other events or conditions that interrupt the availability or reduce the speed or functionality of our products and services. In addition, we may need to incur significant expenses to repair or replace damaged equipment and to remedy data loss or corruption as a result of these events. A prolonged interruption in the availability or reduction in the speed or other functionality of our products or services could also materially and permanently harm our reputation, business and revenue. Frequent or persistent interruptions in our products and services could cause merchants, partners and users to believe that our products and services are unreliable, leading them to switch to our competitors or to stop using our products and services. Moreover, to the extent that any system failure or similar event causes losses to our customers or their businesses, these customers could seek compensation from us and those claims, even if unsuccessful, together with potential regulatory investigations, would likely be time-consuming and costly for us to address, and could divert management’s attention from operating our business.
Some of our agreements with third-party service providers do not require those providers to indemnify us for losses resulting from any disruption in service. Our agreements with some of our partners require us to indemnify them for losses resulting from any disruption in our services. As a result, our financial results may be significantly harmed.
If we fail to recruit new remittance partners and users or retain our existing remittance partners and users, our business and revenue will be harmed.
We must continually recruit new partners, merchants and users and retain existing partners, merchants and users in order to grow our business. Our ability to do so depends in large part on the success of our marketing efforts, our ability to enhance our services and our overall operating performance, to keep pace with changes in technology and our competitors and to expand our marketing partnerships and disbursement network.
We have invested in software and technology in the past, and we expect to continue to spend significant amounts to acquire new partners, merchants and users and to keep existing remittance partners, merchants and users loyal to our service. We cannot assure you that the revenue from each partner, merchant and user we acquire will ultimately exceed the marketing, technology and development and promotion costs associated with acquiring them. We may not be able to acquire new partners, merchants and users in sufficient numbers to continue to grow our business, or we may be required to incur significantly higher expenses in order to acquire new partners, merchants and users. If the level of usage by our existing partners, merchants and users declines or does not continue as expected, we may suffer a decline in revenue. A decrease in the level of usage would harm our business and revenue.
Our business depends on our strong and trusted brands, and any failure to maintain, protect and enhance our brands would harm our business.
The brands under which we operate our business, including Tranglo and WalletKu, are important to our business. Our brands are predicated on the idea that partners, merchants and users will trust us and find value in building and growing their businesses with our products and services. Maintaining, protecting and enhancing our brand are critical to expanding our base of partners, merchants and users, as well as increasing engagement with our products and services. This will depend largely on our ability to maintain trust, be a technology leader, and continue to provide high-quality and secure products and services. Any negative publicity about our industry, our company, our controlling shareholder, the quality and reliability of our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve partners’, merchants’ and users’ complaints, our privacy and security practices, litigation, regulatory activity, the experience of partners, merchants and users with our products or services, and changes in the public opinion of us, could harm our reputation and the confidence in and use of our products and services. Harm to our brand can arise from many sources, including failure by us or our partners to satisfy expectations of service and quality; technological delays or failures; inadequate protection of sensitive information; compliance failures and claims; litigation and other claims; employee misconduct; and misconduct by our partners, service providers or other counterparties. If we do not successfully maintain strong and trusted brands, our business could be materially and adversely affected.
Our services must integrate with a variety of operating systems, networks and devices.
We are dependent on the ability of our products and services to integrate with a variety of operating systems and networks. Any changes in these systems or networks that degrade the functionality of our products and services, impose additional costs or requirements on us, or give preferential treatment to competitive services, including their own services, could seriously harm the levels of usage of our products and services. We also rely on bank platforms to process some of our transactions. If there are any issues with or service interruptions in these bank platforms, users may be unable to have their transactions completed in a timely manner or at all, which would have a material adverse effect on our business and results of operations. In addition, our hardware interoperates with mobile networks offered by telecom operators and mobile devices developed by third parties. Changes in these networks or in the design of these mobile devices may limit the interoperability of our hardware or software with such networks and devices and require modifications to our hardware or software. If we are unable to ensure that our hardware or software continues to interoperate effectively with such networks and devices, or if doing so is costly, our business may be materially and adversely affected.
We are experiencing ongoing rapid change and significant growth in our business and we may not succeed in managing or expanding our business across the expansive and diverse markets in which we operate.
Our business has become increasingly complex as we have expanded the number of platforms that we operate, the jurisdictions in which we operate, the types of products and services we offer, and the overall scale of our operations. We have significantly expanded and expect to continue to expand our headcount, office facilities, technology infrastructure and corporate functions. Failure to continue to do so could negatively affect our business. Moreover, the jurisdictions in which we operate are diverse and fragmented, with varying levels of economic and infrastructure development, and often do not operate efficiently across borders as a single or common market. Managing our growing businesses across these emerging markets requires considerable management attention and resources. Should we choose to expand into additional markets, these complexities and challenges could further increase. Each market presents its own unique challenges, and the scalability of our business is dependent on our ability to tailor our content and services to this diversity. In addition, the pace of regulatory change in the various jurisdictions in which we operate has been, and is expected to continue to be, rapid, while the impact and consequences of such change on our operations and our level of risk may be difficult to anticipate.
As a result of the pace of change in the types of products and services we offer and the number of jurisdictions in which we operate, we face the risk that our management and employees may not have the capacity to appropriately attend to all necessary aspects of our business. For example, our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks, or be fully effective to identify, monitor, manage and remediate key risks. Additionally, our risk detection systems may be subject to a “false positive” risk detection rate, potentially making it difficult to identify real risks in a timely manner.
Further, as our business has grown and our service offerings have evolved, certain of our processes and systems have continued to rely on manual inputs which are more prone to errors and faults than more automated processes. There is a risk that the pace of our automation and systemization of these manual processes will be insufficient to prevent significant operational, reporting and regulatory errors.
Our growing multi-market operations also require certain additional costs, including costs relating to staffing, logistics, intellectual property protection, tariffs and potential trade barriers. Moreover, we may become subject to risks associated with:
Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
If we fail to successfully identify and manage any of the above or other significant changes facing the business, or to identify and manage the risks to which we are or may be exposed, or successfully respond to technological developments in the industry, we may experience a material adverse effect on our business, financial condition and results of operations.
Our cross-border payment and money transfer services are exposed to foreign exchange risk.
The ability of our subsidiaries to effect cross-border payments and money transfers may be restricted by the foreign exchange control policies in the countries where we operate.
For example, Malaysia’s foreign exchange policies support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of the Central Bank of Malaysia (Bank Negara Malaysia) (“BNM”) via a set of foreign exchange administration rules (“FEA Rules”). The FEA Rules, which monitor and regulate both residents and non-residents currently provide that non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time, including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax. In the event Malaysia or any other country where we operate introduces any foreign exchange restrictions in the future, we may be affected in our ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries.
The exchange control law in Indonesia provides that money transfer operators shall only make transfers to operators that are licensed in their respective jurisdictions. The arrangement between Indonesian money operators and their foreign counterparts is subject to approval if it exceeds a certain threshold (US $25,000) from Bank Indonesia, the central bank of Indonesia. Further, a party wishing to convert an amount of Indonesian Rupiah into foreign currency that exceeds certain thresholds is required to submit certain supporting documents to the bank handling the foreign exchange conversion, including the underlying transaction documents and a duly stamped statement confirming that the underlying transaction documents are valid and that the foreign currency will only be used to settle the relevant payment obligations. For conversions not exceeding the threshold, the person only needs to declare in a duly stamped letter that their aggregate foreign currency purchases have not exceeded the monthly threshold set forth in the Indonesian banking system.
If
the net proceeds of the IPO and the sale of the private placement warrants not being held in the Trust Account are insufficient to allow
us to operate at least until the Third Extended Date, it could limit the amount available
to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from
our Sponsor or management team to fund our search and to complete our initial business combination.
Of
the net proceeds of the IPO and the sale of the private placement warrants, only $1,600,000 was available to us initially outside the
Trust Account to fund our working capital requirements. Of the funds available to us, we could use a portion of
the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion
of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed
to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable
to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention
to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target
business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient
funds to continue searching for, or conduct due diligence with respect to, a target business.
If
we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to
operate or may be forced to liquidate. Neither our Sponsor, members of our management team nor any of their affiliates is under any obligation
to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from
funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private
placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants
would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to
seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan
such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to complete
our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate
the Trust Account. Consequently, our public shareholders may only receive an estimated $11.36 per share, or possibly less, on our redemption
of our public shares, and our warrants will expire worthless.
On
September 13, 2023, INFINT issued an unsecured promissory note (the “Amended Note”) in the principal amount of up to $400,000
to the Sponsor, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by INFINT. The Amended
Note amended, replaced and superseded in its entirety an unsecured promissory note in the principal amount of up to $150,000, dated May
1, 2023 (the “Original Note”), and any unpaid principal balance of the indebtedness evidenced by the Original Note has been
merged into and evidenced by the Amended Note. The Amended Note does not bear interest and the principal balance will be payable on the
date on which INFINT consummates its initial business combination (such date, the “Maturity Date”). In the event INFINT consummates
its initial business combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding under the Amended
Note into that number of Working Capital Warrants equal to the portion of the principal amount of the Amended Note being converted divided
by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms
of the private placement warrants issued by INFINT at the time of its IPO, including the transfer restrictions applicable thereto. The
Amended Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal
balance of the Amended Note and all other sums payable with regard to the Amended Note becoming immediately due and payable. As of December 31, 2023, $325,000 is outstanding under the Amended Note.
On March 6, 2024, the Company issued an unsecured promissory note (the “Seamless Note”) in the principal
amount of up to $500,000 to Seamless, which may be drawn down from time to time prior to the Maturity Date (upon request by the Company.
The Seamless Note does not bear interest and the principal balance will be payable on the Maturity Date. The Seamless Note is subject
to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Second Note
and all other sums payable with regard to the Seamless Note becoming immediately due and payable.
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
Although,
other than the Amended Note and Seamless Note, we have no commitments as of the date of this Annual Report to issue any notes or other
debt securities, or to otherwise incur outstanding debt following the IPO, we may choose to incur substantial debt to complete our initial
business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender
a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt
will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety
of negative effects, including:
We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business combination.
We
intend to select target businesses, such as Seamless, with enterprise values that are greater than we could acquire with the net proceeds
of the IPO and the sale of the private placement warrants. As a result, if the cash portion of the purchase price exceeds the amount
available from the Trust Account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek
additional financing to complete such proposed initial business combination. Such financing might not be available on acceptable terms,
if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,
we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business
combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses,
the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase
of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro
rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire
worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such
financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse
effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to
provide any financing to us in connection with or after our initial business combination.
We
are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by
geopolitical instability due to the ongoing military conflicts such as those between Russia and Ukraine, and between Israel and Hamas.
Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other
geopolitical tensions.
U.S.
and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the
military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported.
Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market
disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.
We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business. Additionally,
Russia’s prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine
and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, European
Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the
so-called Luhansk People’s Republic, including agreement to remove certain Russian financial institutions from the Society for
Worldwide Interbank Financial Telecommunication payment system, expansive ban on imports and exports of products to and from Russia and
ban on exportation of U.S. denominated banknotes to Russia or persons locates there. Additional potential sanctions and penalties have
also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy
and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to
obtain additional funds. In early October 2023, Hamas launched assaults against Israeli citizens in Gaza. Israel has responded aggressively
with operations inside Gaza against Hamas. The foregoing events have caused substantial regional instability and world-wide concern and
potential involvement. Any of the abovementioned factors could affect our ability to search for a target and consummate a business combination.
The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial.
Any such disruptions may also magnify the impact of other risks described in this Annual Report.
We
have identified a material weakness in our internal control over financial reporting as of December 31, 2023. If we are unable to develop
and maintain an effective system of internal control over financial reporting, we may not be able to accurately report its financial
results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and
operating results.
We
have identified a material weakness in our internal controls over financial reporting related to the disclosure of the cash flow financing
activities, and investing activities in relation to the redemption of Series A ordinary shares, as further described in our Current Report
on Form 8-K filed with the SEC on August 7, 2023. A material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial
statements will not be prevented or, detected and corrected on a timely basis. In such a case, we may be unable to maintain compliance
with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements,
investors may lose confidence in our financial reporting, our securities price may decline and we may face litigation as a result. Further,
effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.
In
light of the material weakness identified, although we have to identify and appropriately apply applicable accounting requirements, we
plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand
the nuances of the complex accounting standards that apply our financial statements. The plans at this time include providing enhanced
access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals
with whom we consult regarding complex accounting applications. These remediation measures may be time consuming and costly and there
is no assurance that these initiatives will ultimately have the intended effects. There can be no assurance that the measures taken to
date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
Risks
Related to Our Proposed Initial Business Combination
Our
public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,
holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though
a majority of our public shareholders do not support such a business combination. Your only opportunity to effect your investment decision
regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
We
may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder
approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder
approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us,
solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the
transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder
shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of
a majority of our ordinary shares do not approve of the business combination we complete.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial
business combination. Since our Board may complete a business combination without seeking shareholder approval, public shareholders may
not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity
to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within
the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders
in which we describe our initial business combination.
If
we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in
favor of such initial business combination, regardless of how our public shareholders vote.
Our
initial shareholders owned 22.58% of our issued and outstanding ordinary shares immediately following the completion of the IPO. Following the Third Extension, our initial shareholders beneficially own
55.13% of our issued and outstanding ordinary shares. Our
initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination.
Our Charter provides that, if we seek shareholder approval of an initial business combination, such initial business combination will
be approved if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority
of the shareholders who attend and vote at a general meeting of the company, including the founder shares. Because our initial shareholders own 55.13% of the issued and outstanding ordinary shares, we do not need any public
shares to
be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding
shares are voted).
The
ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into a business combination with a target.
We
may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be
paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to
satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing
condition and, as a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions
payable to the underwriter will not be adjusted for any shares that are redeemed in connection with a business combination and such amount
of deferred underwriting discount is not available for us to use as consideration in an initial business combination. Furthermore, in
no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting
commissions, to be less than $5,000,001 upon completion of our initial business combination, or any greater net tangible asset or cash
requirement that may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly
submitted redemption requests would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less
than $5,000,001 upon completion of our initial business combination or less than such greater amount necessary to satisfy a closing condition
as described above, we would not proceed with such redemption of our public shares and the related business combination, and we may instead
search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into
a business combination transaction with us. If we are able to consummate an initial business combination, the per-share value of shares
held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions.
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable business combination or optimize our capital structure.
At
the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their
redemption rights in connection with the approval of the business combination, and therefore will need to structure the transaction based on our expectations as to the number of shares that
will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the
Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a
portion of the cash in the Trust Account to meet such requirements, or arrange for third party financing. In addition, if a larger
number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a
greater portion of the cash in the Trust Account or arrange for third party financing. Raising additional third-party financing may
involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution
would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A
ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial
business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriter will not be
adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will
distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission
and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting
commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or
optimize our capital structure.
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If
our initial business combination requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires
us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased.
If our initial business combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate
the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such
time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a
material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we
liquidate or you are able to sell your shares in the open market.
Management's Discussion & Analysis (MD&A)
New heading “You should read the following discussion and analysis of Currenc’ financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere herein. This discussion contains forward-looking statements that involve risks and uncertainties. Currenc’ actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this proxy statement and prospectus.”
New heading “Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “Currenc,” “it,” or “their,” generally refer to Seamless Group Inc. prior to the Business Combination and to Currenc Group Inc. after giving effect to the Business Combination.”
New heading “Major Factors Affecting Currenc’s Results of Operations”
New heading “Currenc’s ability to maintain and increase the size of its user base”
New heading “Currenc’s ability to operate in a cost-effective manner”
New heading “Expansion into new markets and acquisitions”
New heading “Currenc’s new AI products and services”
New heading “Full-year period Ended December 31, 2024 Compared to three-month period Ended December 31, 2023”
New heading “Revenue Analysis”
New heading “Full-year period Ended December 31, 2024 Compared to full-year period Ended December 31, 2023”
New heading “Cost of Revenue”
New heading “Full-year period Ended December 31, 2024 Compared to full-year period Ended December 31, 2023”
New heading “Operating Expenses”
New heading “Other income, net”
New heading “Finance costs, net”
New heading “Income tax expenses”
New heading “Non-GAAP Financial Measures”
New heading “EBITDA analysis”
New heading “Cash Flows and Working Capital”
New heading “Operating Activities”
New heading “Investing Activities”
New heading “Financing Activities”
New heading “Capital Expenditures”
New heading “Off-Balance Sheet Commitments and Arrangements”
New heading “Internal Control Over Financial Reporting”
New heading “Critical Accounting Policies and Estimates”
New heading “Revenue Recognition”
New heading “Fiat Currency Prefunded Remittance Service”
New heading “XRP Prefunded Remittance Service”
New heading “Goodwill Impairment”
New heading “Emerging Growth Company and Smaller Reporting Company Status”
New heading “Ordinary Shares Subject to Possible Redemption”
Removed heading “Cautionary Note Regarding Forward-Looking Statements”
Removed heading “Off-Balance Sheet Financing Arrangements”
Removed heading “Critical Accounting Estimates”
Removed heading “Class A ordinary shares subject to possible redemption”
Removed heading “Net loss per ordinary share”
Largest changes
“Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in a business combination. The Company performs goodwill impairment test on annual basis and more frequently upon the occurrence of certain events as defined by ASC 350. Goodwill is impaired when the carrying value of the reporting units exceeds its fair value. …”see in full comparison
“On September 13, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $400,000 to the Sponsor, which may be drawn down from time to time prior to the Maturity Date (as defined below) upon request by the Company. …”see in full comparison
“For the year of 2024, there was a substantial EBITDA loss of $29.8 million for the headquarters. …”see in full comparison
“For the full-year period ended December 31, 2024, Currenc recorded a loss of $7.3 million as “Other income/(loss)”, of which $20.5 million was a recognized gain upon the divestiture of GEA, while at the same time, there were an impairment loss of $5.4 million for the goodwill of WalletKu, impairment loss of $9.5 million for the goodwill of Tranglo, impairment of Intangible assets of $5.6 million, and also an impairment loss of $3.2 million for the impairment of intercompany balance. …”see in full comparison
“You should read the following discussion and analysis of Currenc’ financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere herein. This discussion contains forward-looking statements that involve risks and uncertainties. Currenc’ actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this proxy statement and prospectus.”see in full comparison
Full comparison: every changed paragraph (195)
You should read the following discussion and analysis of Currenc’ financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere herein. This discussion contains forward-looking statements that involve risks and uncertainties. Currenc’ actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this proxy statement and prospectus.
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “Currenc,” “it,” or “their,” generally refer to Seamless Group Inc. prior to the Business Combination and to Currenc Group Inc. after giving effect to the Business Combination.
Overview
The Company is a limited liability company incorporated in the Cayman Islands on March 8, 2021. It is an investment holding company headquartered in Singapore.
The Company was originally a publicly traded special purpose acquisition company named INFINT Acquisition Corporation (“INFINT”) formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities.
Currenc is a leading operator of global money transfer services and airtime trading in Southeast Asia. Currenc’s mainstream business is its remittance business which facilitates users, in particular migrant workers, in different countries sending money from one country to another in a low cost and efficient manner. Another line of business is the airtime business which sells airtime to users in different countries worldwide, including retail users in Indonesia. Before merging with INFINT SPAC, Currenc operated the two different business lines through four main subsidiaries: Tranglo, WalletKu, TNG Asia and GEA. On July 30, 2024, Currenc divested GEA and on August 30, 2024, Currenc also disposed TNG Asia. Since then, Currenc operates the global remittance business only through Tranglo, which is one of the leading money remittance platforms in Southeast Asia. Tranglo provides business-to-business (“B2B”) remittance services for financial institutions and is considered as a upstream player of the remittance industry. Currenc also provides cross-border international airtime transfer services through Tranglo, acting as a switching platform provider for telecom airtime transfer and a wholesale reseller of foreign airtime. Currenc also runs WalletKu, which is an Indonesian airtime operator facing end users directly.
Tranglo is a leading global money transfer hub in Southeast Asia. Tranglo provides a single unified application programming interface for licensed banks and money service operators and acts as a one-stop settlement agent for cross-border money transfer, offering customers the ability to process payments globally. At December 31, 2024, Tranglo had more than 5,000 bank partners, 35 eWallets, 130,000 cash pick-up points, and 140 corporate clients for remittances, with a remittance network covering more than 100 countries. As for the full year period ended December 31, 2024, Tranglo processed around 11.4 million transactions with a total processing value of $5.14 billion, which represents a growth in volume by 3.6% as compared to 11.0 million transactions, and a growth in total processing value by 13.2% as compared to the total processing value of $4.54 billion for the full year period ended December 31, 2023. As for the full year period ended December 31, 2024, the top four sending countries/regions for Tranglo’s remittance business were UK, Hong Kong, Singapore and Korea, whereas the top four receiving countries were Philippines, Indonesia, Thailand and Vietnam.
The number of Tranglo unique users increased to 1,229,132 as of December 31, 2024 from 1,032,360 as of December 31, 2023. The number of average monthly unique sending accounts increased from 330,571 for the full year period ended December 31, 2023 to 355,997 for the full year period ended December 31, 2024.
Tranglo is also a global airtime transfer hub, offering cross-border airtime wholesale and transfer services. This line of business also targets migrant workers who could buy and transfer airtime back to their family members in their homeland. However, global airtime transfer business has much lower gross margin as compared to the remittance business, and it also requires higher working capital as there are account receivables in the trade. Moreover, as most South East Asian countries have widely developed their internet network, especially in countries like Indonesia, more Wifi connections are available to citizens and therefore, the demand of airtime transfer has been declining in the South East Asian countries like Indonesia and Malaysia. At December 31, 2024, Tranglo has partnered with more than 500 mobile operators that cover 150 countries and served more than 40 airtime corporate customers. As for the full year period ended December 31, 2024, Tranglo processed 4.15 million airtime transfer transactions with a total value of $9.3 million, representing a decrease of 23.8% in both volume and value as compared to 5.3 million transactions with a total value of $12.2 million for the full year period ended December 31, 2023. For the full year period ended December 31, 2024, the airtime unique user accounts decreased to 619,075, representing a decline of 26.4% as compared to 841,374 for the full year period ended December 31, 2023. The monthly average unique sending accounts also decreased to 135,058 for the full year period ended December 31, 2024, representing a decline of 22.8% as compared to 174,943 for the full year period ended December 31, 2023.
WalletKu is an independent electronic platform in Indonesia directly facing end users, and allows its customers to purchase airtime and conduct internet data top-up. WalletKu platform also allows users to conduct cash top-up, transfers, and utility or bill payments. WalletKu is also a participant in the Indosat Cluster Partnership for managing the marketing work of Indosat telecommunication and airtime products in two cluster areas in Indonesia. WalletKu served approximately 128,000 customers as of December 31, 2024, distributing airtime with a total value of $14.5 million for the full year period ended December 31, 2024.
TNG Asia operates an eWallet operation in Hong Kong, targeting the niche market of overseas workers, i.e., Philippine and Indonesian overseas domestic workers living in Hong Kong. TNG Asia generates 80-95% of its revenue by offering the money remittance services to these overseas workers. GEA is a remittance agent which mainly serves TNG Asia in remitting money to overseas countries. GEA provides a prefunding facility for TNG Asia and conducts foreign exchange (“Forex”) conversion for TNG Asia’s customers. GEA also provides currency conversion and remittance services for other clients and earns revenue via Forex spread markups. TNG Asia and GEA had been divested from Currenc since August 30, 2024 and July 30, 2024 respectively.
References
in this report to “we,” “us” or the “Company” refer to INFINT
Acquisition Corporation. References to our “management” or our “management team” refer to our officers
and directors, and references to the “Sponsor” refer to InFinT Capital LLC. The following discussion and analysis of the
Company’s financial condition and results of operations should be read in conjunction with the annual financial statements and
the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.
Cautionary
Note Regarding Forward-Looking Statements
All
statements other than statements of historical fact included in this Annual Report including, without limitation, statements under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and
the plans and objectives of management for future operations, are forward looking statements. When used in this Annual Report, words
such as “may,” “should,” “could,” “would,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other
similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are
based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance
can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors,
which could cause them to differ materially. The cautionary statements made in this Annual Report should be read as being applicable
to all forward-looking statements whenever they appear in this Annual Report. For these statements, we claim the protection of the safe
harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, those detailed
in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.
Business
Combination Agreement; Extensions; NYSE Notice
On August 30, 2024 (the “Closing Date”), INFINT, INFINT Fintech Merger Sub Corp., a Cayman Islands exempted company and wholly owned subsidiary of INFINT (“Merger Sub”), and Seamless Group Inc., a limited liability company under the laws of the Cayman Islands (along with its wholly owned subsidiaries, “Seamless”), consummated a business combination pursuant to the business combination agreement, dated as of August 3, 2022, as amended (the “Business Combination Agreement”).
On the Closing Date, INFINT completed a series of transactions (the “Closing”) that resulted in the combination (the “Business Combination”) of INFINT with Seamless. On August 30, 2024, pursuant to the Business Combination Agreement, the Merger Sub merged with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT, and INFINT changed its name to Currenc Group Inc. (“Currenc”). The Company’s ordinary shares are listed on the Nasdaq Capital Market under the symbol “CURR”.
Pursuant to ASC 805-40, Reverse Acquisitions, for financial accounting and reporting purposes, Seamless was deemed the accounting acquirer with INFINT being treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the audited condensed consolidated financial statements of the Company represent a continuation of the financial statements of Seamless, with the Business Combination being treated as the equivalent of Seamless issuing stock for the net assets of INFINT, accompanied by a recapitalization. The net liabilities of INFINT were stated at historical cost, with no goodwill or other intangible assets recorded, and were consolidated with Seamless’ financial statements on the Closing Date. The number of Seamless common shares for all periods prior to the Closing Date have been retrospectively adjusted using the exchange ratio that was established in accordance with the Business Combination Agreement, after adjusting for the share repurchase.
See Note 3 to the consolidated financial statements, Reverse Recapitalization and Related Transactions, for additional information.
PIPE Offering
Simultaneous with the closing of the Business Combination, Currenc also completed a series of private financings, issuing a Convertible Note for $1.94 million, 400,000 commitment shares, and warrants to purchase 136,110 ordinary shares in a private placement to a PIPE investor (the “PIPE Offering”), which raised $1.75 million in net proceeds.
Major Factors Affecting Currenc’s Results of Operations
Currenc’s remittance services have benefited from continual growth in global migrant worker population, who have a strong demand for regular and small sizes of remittance to send money regularly to their homeland for their families’ livelihood. Given the average small size of remittance transactions, the transaction costs are of prime consideration to the users. Also, real-time remittance service is important to the users. With more usage of mobile devices and the increasing number of electronic wallets in Asia, the need for digital remittance has been increasing.
On the other hand, as the global digital remittance market has thrived and grown rapidly, more and more competitors have entered into the market and as a result, the market competition is intensifying. This has direct impact on the pricing power of Currenc, and thus its profitability.
On the other hand, its international airtime transfer business may be adversely affected by the increasing adoption and thus wider availability of free Wi-Fi in public places and buildings in many Southeast Asian countries as well as other emerging countries.
As the South East Asian market is getting saturated, Currenc’s results of operations and financial condition are affected by its ability to expand its market reach to other geographical regions like Middel East or Africa.
Currenc’s ability to maintain and increase the size of its user base
Currenc’s revenue is largely driven by the number of users and the number of transactions on its remittance platforms, as well as the users on the airtime trading platforms. The larger the number of users on Currenc’s platforms and the larger the number of partners, including banks, e-Wallets and corporations that will join its network, the greater will be the number of transactions that drive its revenue. However, as the market competition is getting more intense, Currenc has to offer more price-competitive and highly efficient services in order to maintain and increase its user base.
All along, Currenc serves only financial institutions and is a B2B remittance hub. In other words, Currenc is considered as the upstream player of the digital remittance industry. Being an upstream player, Currenc is under tremendous pricing pressure. In order to expand its profit margin, Currenc needs to go downstream and directly face retail customers. In other words, Currenc needs to develop B2C markets, especially in the Middle East market. This development, if successfully launched, will generate much higher profitability.
As for airtime business, Currenc will strive to expand its global airtime transfer coverage and telco partner network. The global airtime transfer business mainly serves migrant workers worldwide. As Malaysia-Indonesia is currently the key global airtime corridor for Tranglo which contributed 52.4% of Tranglo’s global airtime revenue for the full year period ended December 31, 2024, Tranglo’s global airtime business has been adversely affected by the changes. Currenc needs to broaden its network and diversify its user base to other Asian countries like Pakistan, Middle East countries like UAE, Saudi Arabia, and African countries like Egypt, in order to expand its global airtime business in the future. Currenc will also seek to expand the network and coverage of WalletKu and offer a wider range of products and services for retail customers in Indonesia.
Currenc’s ability to operate in a cost-effective manner
Currenc’s ability to control costs and expenses relating to its operations affects its profitability. The global remittance market is evolving rapidly and new entrants to the market have driven market competition. This has a long-term downward trend on the gross profit margin for the whole industry. In order to generate growing operating profits, players have to expand their market scope and scale, while on the other hand, control their operating costs. General and administrative expenses have historically represented the largest portion of Currenc’s total operating expenses. Therefore, most of the costs of Currenc are fixed costs which do not increase in tantum with the increase in business volume and digital remittance transactions processed. That means Currenc has a high operating leverage. As the business volume increases, the profitability of Currenc will increase even more.
Expansion into new markets and acquisitions
As part of Currenc’s strategy of expansion, it has in the past acquired, and may, from time to time, acquire businesses or interests in businesses, including non-controlling interests, form joint ventures or create strategic alliances. In the future, Currenc will strive to develop its B2C businesses in Middle East, focusing on various fintech and airtime trading services. Currenc will continually evaluate potential strategic acquisitions of businesses or products with the aim of expanding its user and revenue base, widening its geographic coverage and increasing its product range. In addition, Currenc’s ability to leverage its existing distribution network to expand its product offering across its current markets and replicate its success in Southeast Asian and Middle East countries where it operates will affect its growth and results of operations. It expects that its growth prospects will continue to be significantly affected by its ability to expand its business in new and existing markets.
Currenc’s new AI products and services
Currenc is to launch new AI products and services for financial institutions. Currenc has created SEAMLESS AI Lab which is the complete AI solution provider for financial institutions. We customize using AI functions to create trading platform, operating apps, marketing center & enquiry center for financial institutions. Also, through AI for Hire, we provide human resources and recruitment services for customers. This includes AI Agent services to address common OTC challenges such as customer onboarding or “KYC,” real-time customer support, transaction inquiries, price volatility, liquidity management, and fraud detection.
Currenc has secured a landmark contract with Coin Cove, an institution providing electronic banking services, to provide Coin Cove with comprehensive, AI-powered electronic banking solutions through SEAMLESS AI Lab, including a cutting-edge trading platform, trading and operating apps, customer inquiry and marketing centre, SEAMLESS AI Call Centre technology, training, compliance and risk management tools, website design and MasterCard issuance.
Currenc has crafted a comprehensive spot and futures trading environment for Coin Cove, supporting over 150 digital assets and 600 trading pairs alongside multi-asset collateral and settlement. The platform also offers large-volume trading with locked-in rates to eliminate slippage, customizable wallet solutions integrating with various blockchain ecosystems, and seamless 24/7 operations through plug-and-play APIs. Over 15 fiat currencies are supported, providing flexibility for traders worldwide.
Currenc will also provide Coin Cove with an AI call centre and compliance solutions designed to address common electronic banking challenges such as customer onboarding or “KYC,” real-time customer support, transaction inquiries, price volatility, liquidity management, and fraud detection.
SEAMLESS AI Lab’s “AI Staff for Hire” – Coin Cove will deploy Currenc’s pre-built, customizable AI Agents to perform staff training across customer service, operations, compliance, finance, and IT; assist human personnel, and deliver comprehensive reporting, monitoring and performance scoring.
Currenc is also helping Coin Cove and other financial institutions to set up or improving their platforms or infrastructures for developing or expanding their digital remittance and global airtime businesses, with an aim to recruit them to make use of Currenc’s remittance and airtime corridors. We believe that the new AI services could recruit new clients for Tranglo and generate significant synergy for Tranglo’s remittance and airtime businesses.
Currenc also plans to develop its AIDC (AI Data Center) business. Featuring a total planned capacity of 500MW, the 100-acre AIDC campus will be developed in phases. The campus will provide co-location and wholesale leasing solutions to hyperscalers, enterprise clients, and other data center users, catering to diverse needs and ensuring a robust tenant base.
Currenc plans to form an AI-focused investment fund in collaboration with ARC Group, a leading global investment bank. As the first of a series of initiatives, the fund aims to raise up to $100 million and will invest in AI data center (AIDC), green energy, and computing power development, driving AI innovation and digital transformation globally.
On
August 3, 2022, the Company, entered into the Business
Combination Agreement with Merger Sub, and Seamless. If the Business Combination Agreement is approved by the Company’s shareholders
(and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), and the transactions
contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless, with Seamless surviving
the Merger as a wholly owned subsidiary of the Company (such transactions are referred to collectively as the “Proposed Transactions”).
Under the Business Combination Agreement, Seamless Shareholders are expected to receive $400,000,000 (“Seamless Value”) in
aggregate consideration in the form of ordinary shares of the Company, par value $0.0001 per share equal to the quotient obtained by
dividing (i) the Seamless Value by (ii) $10.00. The Business
Combination Agreement was amended on October 20, 2022, November 29, 2022 and February 20, 2023.
Concurrently
with the execution of the Business Combination Agreement, the Company, Seamless Shareholders and Seamless entered into the Shareholder
Support Agreement, pursuant to which, among other things, such Seamless Shareholders party thereto agreed to (a) vote their Seamless
shares in support and favor of the Business Combination Agreement, the Proposed Transactions and all other matters or resolutions that
could reasonably be expected to facilitate the Proposed Transactions, (b) waive any dissenters’ rights in connection with the Proposed
Transactions, (c) not transfer their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at
or prior to closing.
Concurrently
with the execution of the Business Combination Agreement, Sponsor, the Company and Seamless had entered into the Sponsor Support Agreement,
pursuant to which, among other things, Sponsor agreed to (a) vote at the Company’s shareholder meeting in favor of the Business
Combination Agreement and the Proposed Transactions, (b) abstain from redeeming any Sponsor founder shares in connection with the Proposed
Transactions, and (c) waive certain anti-dilution provisions contained in the Company’s Charter.
On
November 22, 2022, Seamless deposited additional funds in the amount of $2,999,982 to the Trust Account to automatically extend the date
by with the Company must consummate a business combination from November 23, 2022 to February 23, 2023. On February 13, 2023, at the
extraordinary general meeting the Company’s shareholders approved the First Extension to extend the date that the Company has to consummate a business combination from February 23, 2023 to the First Extended Date.
Under Cayman Islands law, the amendment to the Charter took effect upon approval of the First Extension.
In
connection with the votes to approve the First Extension, the holders of 10,415,452 Class A ordinary shares of the Company
properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share, for an
aggregate redemption amount of approximately $109.31 million, leaving approximately $100.59 million in the Trust Account.
In
accordance with the Business Combination Agreement, as amended, additional funds in the amount of $290,000 were deposited by Seamless
to the Trust Account on February 21, 2023, and the required contributions continued to be deposited on or before the 23rd day of each
subsequent calendar month into the Trust Account until August 23, 2023.
On
August 18, 2023, the Company’s shareholders approved the Second Extension to amend the Charter to extend the date by which it has
to consummate a Business Combination from August 23, 2023 to the Second Extended Date. Under
Cayman Islands law, the amendment to the Charter took effect upon approval of the proposal to amend the Charter. In connection with the
votes to approve the proposal to amend the Charter, the holders of 2,176,003 Class A ordinary shares of the Company properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.94 per share (the “August 2023 Redemption”),
for an aggregate redemption amount of approximately $23.8 million, leaving approximately $81.1 million in the Company’s Trust Account.
In
accordance with the Business Combination Agreement, as amended, additional funds in the amount of $160,000 were deposited by Seamless
to the Trust Account on September 19, 2023, and the required contributions continued to be deposited on or before the 23rd day of each
subsequent calendar month into the Trust Account until the Second Extended Date.
On
February 16, 2024, the Company’s shareholders approved to the Third Extension to extend the date by which it has to consummate
a Business Combination from February 23, 2024 to the Third Extended Date. Under Cayman Islands
law, the amendment to the Charter took effect upon approval of the proposal to amend the Charter. In connection with the votes to approve
the proposal to amend the Charter, the holders of 2,661,404
Class A ordinary shares of the Company properly exercised their right to redeem their shares for
cash at a redemption price of approximately $11.36 per share (the “August 2023 Redemption”), for an aggregate redemption
amount of approximately $30.26 million, leaving approximately $53.97 million in the Company’s
Trust Account. Accordingly, the Company now has until the Third Extended Date to consummate its initial business combination.
In
accordance with the Business Combination Agreement, as amended, additional funds in the amount of $80,000 were deposited by Seamless
to the Trust Account on February 20, 2024, and the required contributions will continue to be deposited on or before the 23rd day of
each subsequent calendar month into the Trust Account until the Third Extended Date or the date an initial business combination is completed.
On
January 19, 2024, the Company received the Notice from the NYSE informing us that, because the number of public shareholders is less than 300,
INFINT is not in compliance with Section 802.01B of the Listing Rule. The Listing Rule requires INFINT to maintain a minimum of 300 public
stockholders on a continuous basis. The Notice specifies that INFINT has 45 days to submit a business plan that demonstrates how INFINT
expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice. On March 4, 2024, the Company submitted such
a business plan to demonstrate how INFINT expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice.
This section includes tables that set forth a summary of Currenc’ consolidated results of operations for the periods indicated, as well as accompanying narratives explaining material changes. This information should be read together with its consolidated financial statements and related notes included elsewhere in this proxy statement and prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
Full-year period Ended December 31, 2024 Compared to three-month period Ended December 31, 2023
Revenue Analysis
For the full-year period ended December 31, 2024, Currenc’ revenue decreased by 12.9% to $46.4 million as compared to $53.3 million for the full-year period ended December 31, 2023. However, during the period, Currenc’s mainstream digital remittance contributed by Tranglo actually increased by 6.4%, from $17.1 million for the full-year period of 2023, to $18.2 million for the full-year period ended December 31, 2023. On the other hand, the remittance revenues contributed by TNG Asia and GEA declined sharply by 55.2%, from $9.6 million for the full-year period ended December 31, 2023, to $4.3 million for the full-year period ended December 31, 2024. Both TNG Asia and GEA had been divested in August 2024, and therefore, going forward, Currenc relies only Tranglo’s digital remittance business as its sole contributor of Currenc’s remittance revenue.
As Currenc divested TNG Asia and GEA in August 2024, for the full-year period ended December 31, 2024, the total revenue of Currenc after excluding the contribution of TNG Asia and GEA was $42.0 million. This represented a decline of 3.4% as compared to the same full year period of 2023, assuming that the contribution of TNG Asia and GEA was excluded as well. As can be seen, the decline was solely caused by the 23.8% decline in global airtime business.
Full-year period Ended December 31, 2024 Compared to full-year period Ended December 31, 2023
What changed in the latest 10-Q
Risk Factors
The Company’s business, reputation, results of operations, financial condition and stock price can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the 2024 Form 10-K under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations, financial condition and stock price can be materially and adversely affected.
There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Largest changes
“As a result of closing of the Business Combination on August 30, 2024, the risk factors previously disclosed Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 no longer apply. For risk factors relating to our business following the Business Combination, please refer to the section “Risk Factors” in the Proxy Statement/Prospectus with respect to the Business Combination, filed with the SEC on July 12, 2024 as well as risk factors in our resale Prospectus, filed with the SEC on September 30, 2024. …”see in full comparison
“The Company’s business, reputation, results of operations, financial condition and stock price can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the 2024 Form 10-K under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations, financial condition and stock price can be materially and adversely affected.”see in full comparison
“There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.”see in full comparison
Full comparison: every changed paragraph (3)
The Company’s business, reputation, results of operations, financial condition and stock price can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the 2024 Form 10-K under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations, financial condition and stock price can be materially and adversely affected.
There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
As
a result of closing of the Business Combination on August 30, 2024, the risk factors previously disclosed Part I, Item 1A of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2023 no longer apply. For risk factors relating to our business following
the Business Combination, please refer to the section “Risk Factors” in the Proxy Statement/Prospectus with respect to the
Business Combination, filed with the SEC on July 12, 2024 as well as risk factors in our resale Prospectus, filed with the SEC on September
30, 2024. Any of these factors could result in a significant or material adverse effect on the Company’s results of operations
or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair the Company’s
business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in the Company’s
future filings with the SEC.
Management's Discussion & Analysis (MD&A)
New heading “Private Placement”
New heading “Currenc’s new AI products and services”
New heading “Three-month period Ended March 31, 2025, Compared to three-month period Ended March 31, 2024”
New heading “Rescission of SAB 121 and Adoption of SAB 122”
New heading “Ordinary Shares Subject to Possible Redemption”
Removed heading “User engagement and monetization”
Removed heading “Launch of new products and services and cross-selling to Currenc’s users”
Removed heading “Currenc’s partner network”
Removed heading “Other income, net”
Removed heading “Nine-month period ended September 30, 2024 Compared to nine-month period ended September 30, 2023”
Removed heading “Revenue Analysis”
Removed heading “Cost of Revenue”
Removed heading “Operating Expenses”
Removed heading “Other income, net”
Removed heading “Finance costs, net”
Removed heading “Income tax expenses”
Largest changes
“The Company plans to launch new AI products and services for financial institutions. The Company has created SEAMLESS AI Lab which is intended to be a complete AI solution provider for financial institutions. The Company customizes using AI functions to create trading platform, operating apps, marketing centers and enquiry centers for financial institutions. Also, through AI for Hire, the Company provides human resources and recruitment services for customers. …”see in full comparison
see in full comparisonThe Company’s unaudited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.As ofSeptemberMarch30,31,2024,2025, the Company had cash balances of$49.1$62.3 million, a working capital deficit of$54.1$59.8 million and net capital deficit$22.7$43.9 million. For theninethree-monthmonthsperiod endedSeptemberMarch 31,30, 2024,2025, the Company had a net loss of$11.3$4.5 million and net cashusedprovidedinby operating activities of$11.7$1.5 million. Net cash used in investing activities was$0.4$0.2 million.Net cashThesegeneratedconditionsfromcastfinancingsubstantialactivitiesdoubtwasabout$2.2themillion,Company’sresultingabilityprincipallytofromcontinueproceedsasofaborrowings.going concern.
“Currenc’s ability to control costs and expenses relating to its operations affects its profitability. The global remittance market is evolving rapidly and new entrants to the market have driven market competition. This has a long term downward trend on the gross profit margin for the whole industry. In order to generate growing operating profits, players have to expand their market scope and scale, while on the other hand, control their operating costs. General and administrative expenses have historically represented the largest portion of Currenc’s total operating expenses. …”see in full comparison
“The Company also provides clients AI call centre services and compliance solutions designed to address common electronic banking challenges such as customer onboarding or “KYC,” real-time customer support, transaction inquiries, price volatility, liquidity management and fraud detection.”see in full comparison
“Nine-month period ended September 30, 2024 Compared to nine-month period ended September 30, 2023”see in full comparison
Full comparison: every changed paragraph (139)
You
should read the following discussion and analysis of Currenc’the Company’s financial condition and results of operations in conjunction with
the consolidated financial statements and the related notes included elsewhere herein. This discussion contains forward-looking statements
that involve risks and uncertainties. Currenc’The Company’s actual results and the timing of events could differ materially from those anticipated
in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere
in this proxy statement and prospectus.
The
Company was originally a publicly traded special purpose acquisition company named INFINT Acquisition Corporation (“INFINT”)
formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially
all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or
more businesses or entities.
The
Company’s principal subsidiaries at September 30, 2024 are set out below:
ThroughThe
our two major lines of business, remittance and airtime, CurrencCompany is a leading operator of global money transfer services and airtime
trading in Southeast Asia. The Company’s
mainstream business is its remittance business which facilitates usersusers, in particular migrant workers, in different countries
sending money from one country to another
in a low cost and efficient manner. TheAnother line of business is the airtime business which
sells airtime to users in different countries worldwide, including retail users
in Indonesia. InBefore merging with INFINT, the past, Currenc
Company operated theits two different business lines through four main subsidiaries: Tranglo, WalletKu, TNG Asia
and GEA. On July 30,
2024, Currencthe Company divested GEA and on August 30, 2024, Currencthe Company also disposed of TNG Asia. Since then, Currenc operates
the Company has operated the
global remittance business mainlyonly through Tranglo, which is one of the leading money remittance platforms in Southeast Asia. Tranglo
provides business-to-businessbusiness-to-business, (“B2B”)or B2B, remittance services for financial institutions and is considered as a upstream
player player
of the remittance industry. CurrencThe Company also provides cross-border international airtime transfer services through Tranglo,
acting as a switching
platform provider for telecom airtime transfer and a wholesale reseller of foreign airtime. CurrencThe Company also
runs WalletKu, which is an Indonesian
airtime operator facing end users directly.
TrangloAt
isMarch a31, leading global money and airtime transfer hub in Southeast Asia. For Tranglo’s money remittance business, it provides a single
unified application programming interface for licensed banks and money service operators and acts as a one-stop settlement agent for
cross-border money transfer, offering customers the ability to process payments globally. At September 30, 2024,2025, Tranglo had more than
5,000 bank partners, 35 eWallets, 130,000 cash pick-up points, and 133113 corporate clients for remittances,
with a remittance network covering
more than 80100 countries. As for the nine-monththree-month period ended SeptemberMarch 30,31, 2024,2025, Tranglo processed around 8.56
2.77 million transactions with
a total processing valuevalue, or TPV, of $3.92$1.30 billion, which represents a growthdrop in volume by 5.5%5.8% as compared to 8.11 2.94
million transactions, and
a growthdecrease in total processing valueTPV by 18.8%3.7% as compared to the total processing valueTPV of $3.3$1.35 billion for
the nine-monththree-month period ended
September 30,March 2023.31, 2024. As for the nine-monththree-month period ended SeptemberMarch 30,31, 2024,2025, the top four sending countries /regions
for Tranglo’s remittance
business were UK, Hong Kong, Singapore and Korea, whereas the top four receiving countries were Philippines,
Indonesia, Thailand and
Vietnam. The predominant portion of Tranglo’s Hong Kong related revenue is derived from two customers, TNG Asia and GEA, which
were divested by Currenc in August and July 2024 respectively. Based on the nine-month period ended September 30, 2024 operating results,
post-Divestiture, the percentage of revenue generated in Hong Kong and the PRC represented approximately 6.0% of Currenc’s total
revenue.
The
number of Tranglo unique users increased to 1,024,100579,684 as of SeptemberMarch 30,31, 20242025, from 866,800575,941 as of SeptemberMarch 30, 2023, while the number
of global money transfer transactions increased from 8.11 million for the nine-month period ended September 30, 2023 to 8.56 million
for the nine-month period ended September 30,31, 2024. The number of average monthly
unique sending accounts increaseddecreased from 326,500360,521 for
the nine-monththree-month period ended SeptemberMarch 30,31, 20232024 to 358,900348,865 for the nine-monththree-month period
ended SeptemberMarch 30,31, 2024.2025.
Tranglo
is also a global airtime transfer hub, offering cross-border airtime wholesale and transfer services. This line of business also targets
migrant workers who could buy and transfer airtime back to their family members in their homeland. However, global airtime transfer business
has much lower gross margin as compared to the remittance business, and it also requires higher working capital as there are account
receivables in the trade. Moreover, as most Southeast Asian countries have widely developed their internet network, especially in countries
like Indonesia, more Wi-Fi connections are available to citizens and therefore, the demand of airtime transfer has been declining in the
Southeast Asian countries like Indonesia and Malaysia. At SeptemberMarch 30,31, 2024,2025, Tranglo
has partnered with more than 500 mobile operators
that cover 150 countries and served more than 40 airtime corporate customers. As for
the nine-monththree-month period ended SeptemberMarch 30,31, 2024,2025, Tranglo
processed 3.230.92 million airtime transfer transactions with a total value of $7.3
$2.0 million, representing a decrease of 21.4%16.4% in volume and 22.3%
23.1% in value as compared to 4.111.1 million transactions with a total value of
$9.4 $2.6 million for the nine-monththree-month period ended SeptemberMarch 30, 2023.31,
2024. For the nine-monththree-month period ended SeptemberMarch 30,31, 2024,2025, the airtime unique
user accounts decreased to 531,000,244,468, representing a decline
of 25.9%14.9% as compared to 716,500287,310 for the nine-monththree-month period ended September
30,March 2023.31, 2024. The monthly average unique sending accounts also decreased
to 140,200123,503 for the nine-monththree-month period ended SeptemberMarch 30,31, 2024,2025, representing
a decline of 22.1%17.1% as compared to 180,000149,053 for the nine-month three-month
period ended SeptemberMarch 30,31, 2023.2024.
WalletKu
is an independent electronic platform in Indonesia directly facing end users, and allows its customers to purchase airtime and conduct
internet data top-up. WalletKu platform also allows users to conduct cash top-up, transfers, and utility or bill payments. WalletKu is
also a participant in the Indosat Cluster Partnership for managing the marketing work of Indosat telecommunication and airtime products
in two cluster areas in Indonesia. WalletKu served approximately 130,502128,000 customers as of SeptemberMarch 30,31, 2024,2025, distributing airtime with a
a total value of $9.7$3.44 million for the nine-monththree-month period ended SeptemberMarch 30,31, 2024.2025.
TNG
Asia operates an eWallet operation in Hong Kong, targeting the niche market of overseas workers, i.e., Philippine and Indonesian overseas
domestic workers living in Hong Kong. TNG Asia generates 80-95% of its revenue by offering the money remittance services to these overseas
workers.
GEA
is a remittance agent which mainly serves TNG Asia in remitting money to overseas countries. GEA provides a prefunding facility for TNG
Asia and conducts foreign exchange (“Forex”) conversion for TNG Asia’s customers. GEA also provides currency conversion
and remittance services for other clients and earns revenue via Forex spread markups.
On
the Closing Date, INFINT completed a series of transactions (the “Closing”) that resulted in the combination (the “Business
Combination”) of INFINT with Seamless. On August 30, 2024, pursuant to the Business Combination Agreement, the Merger Sub merged
with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT, and INFINT changed its name to Currenc
Group Inc. (“Currenc”). The Company’s ordinary shares are listed on the Nasdaq Capital Market under the symbol “CURR”.
As
consideration for the Business Combination, Currenc issued to Seamless shareholders an aggregate of 40,000,000 ordinary shares (the “Exchange
Consideration”). In addition, Currenc issued 400,000 commitment shares to the PIPE investor (as described below) and an aggregate
of 200,000 shares to vendors in connection with the Closing, issued promissory notes for approximately $5.7 million to EF Hutton LLC
(“EF Hutton”), approximately $3.2 million to Greenberg Traurig LLP (“Greenberg Traurig”), and $603,623 to INFINT
Capital LLC (the “Sponsor”), and entered into a $1.75 million PIPE Offering, as set forth below.
Simultaneous
with the closing of the Business Combination, Currenc also completed a series of private financings, issuing a Convertible Note for $1.94
million, 400,000 commitment shares, and warrants to purchase 136,110 ordinary shares in a private placement to a PIPE investor (the “PIPE
Offering”), which raised $1.75 million in net proceeds.
Private Placement
Simultaneous with the closing of the Business Combination, the Company also completed a series of private financings, issuing a Convertible Note for $1.94 million, 400,000 commitment shares, and warrants to purchase 136,110 ordinary shares in a private placement to a private investor, which raised $1.75 million in net proceeds.
The Company’s remittance services have benefited from continual growth in global migrant worker population, who have a strong demand for regular and small sizes of remittance to send money regularly to their homeland for their families’ livelihood. With more usage of mobile devices and the increasing number of electronic wallets in Asia, the need for digital remittance has been increasing.
However, as the global digital remittance market has thrived and grown rapidly, more competitors have entered into the market and, as a result, market competition is intensifying. This has direct impact on the pricing power of the Company, and thus its profitability.
On the other hand, its international airtime transfer business may be adversely affected by the increasing adoption and thus wider availability of free Wi-Fi in public places and buildings in many Southeast Asian countries as well as other emerging countries.
As the Southeast Asian market is getting saturated, the Company’s results of operations and financial condition are affected by its ability to expand its market reach to other geographical regions like Middle East or Africa.
Currenc
operates in the cross-border money remittance and international airtime transfer markets in Southeast Asia, and its results of operations
and financial condition are significantly affected by general factors driving this market. It has benefited from rapid technological
change, increased low cost and real time cross-border money transfer needs, as well as increased availability, quality and usage of mobile
devices. It has also benefited significantly from the increasing Internet penetration, particularly mobile Internet penetration, in Asia,
and also the increasing adoption of electronic wallets or storage vehicles. On the other hand, its international airtime transfer business
may be adversely affected by the increasing adoption and thus wider availability of free Wi-Fi in public places and buildings in many
Southeast Asian countries as well as other emerging countries. Currenc’s results of operations and financial condition are affected
by the general factors driving the currency transfer, digital financial services, e-commerce and other industries in Southeast Asia.
On the other hand, as the global digital remittance market has thrived and grown rapidly, more and more competitors have entered into
the market and as a result, the market competition is intensifying. This has direct impact on the pricing power of Currenc, and thus
its profitability.
Currenc’sThe
Company’s revenue is largely driven by the number of users and the number of transactions on its remittance platforms, as well
as the users on
the airtime trading platforms. The larger the number of users on Currenc’sthe Company’s platforms and the larger the number
of partners, including
banks, e-Wallets and corporations that will join its network, the greater will be the number of transactions that
drive its revenue.
However, as the market competition is getting more intense, Currencthe Company has to offer more price-competitive and highly
efficient services
in order to maintain and increase its user base.
The Company serves only financial institutions and is a B2B remittance hub. In other words, the Company is considered as the upstream player of the digital remittance industry. Being an upstream player, the Company is under tremendous pricing pressure. In order to expand its profit margin, the Company believes that it should move downstream and directly face retail customers. In other words, the Company would like to develop B2C markets, especially in the Middle East market. This development, if successfully launched, will generate much higher profitability.
Also,
the larger the number of merchants and telecommunication companies using the platforms of airtime supplied by Tranglo’s airtime
business and WalletKu, the higher the growth in business, and revenue of Currenc will be higher.
Currenc
will strive to develop B2C markets in Southeast Asia and Middle East, so as to capture the retail remittance and airtime market. This
development, if successfully launched, will generate significant clientele and synergy for Tranglo’s remittance and airtime businesses.
User
engagement and monetization
Currently,
Currenc’s global money transfer and airtime services are the foundation of its relationship with its users globally. It generates
revenue on cross border money transfers and airtime transfer services. In particular, Currenc’s in-house cross-border payment processing
B2B platform generates fees on money transfer orders it settles for banks and other money service operators around the world. Currenc
will continue to drive adoption of its retail end users and financial institutions in using Currenc’s platform for money transfer,
mass payout and collection services and payment processing business, as well as introduce new B2C financial services and airtime distribution
services, in Southeast Asia and Middle East. Currenc believes it can leverage its expertise and knowhow to develop retail markets in
Southeast Asia and Middle East, offering payment, remittances, airtime and other fintech services.
As
for airtime business, Currencthe Company will strive to expand its global airtime transfer coverage and telco partner network. The global
airtime airtime
transfer business mainly serves migrant workers worldwide. As freeMalaysia-Indonesia Wi-Fi becomes more and more available to many Southeast Asian countries,
the needs for migrant workers from these countries to send airtime back to their homelands diminish over time. Also, as Malaysia-Indonesia
is currently the key global airtime
corridor for Tranglo which contributed 51.6%54.6% of Tranglo’s global airtime revenue for the nine-month
three-month period ended SeptemberMarch 30, 2024,31,
2025, Tranglo’s global airtime business couldhas bebeen adversely affected by the changes. CurrencThe needsCompany would like to
broaden its
network and diversify its user base to other Asian countries like Pakistan, Middle East countries like UAE,the UAE and Saudi Arabia, and
and African countries like Egypt, in order to expand its global airtime business in the future. CurrencThe Company will also seek to expand the
network and coverage of WalletKu and offer a wider range of products and services for retail customers in Indonesia. Currenc believes
the insights on its users generated by its existing services will enable it to develop new products and services for the existing markets,
and also to explore and develop new markets for the services, and thereby generate more revenue for it.
Launch
of new products and services and cross-selling to Currenc’s users
Currenc
strives to stay on the cutting edge of the financial technology by developing and launching new products and services to offer to both
new and existing users and intends to continue investing in product development to build new products and services and to bring them
to market.
Currenc’s
existing users represent a sizable opportunity to cross-sell products and services with relatively low incremental marketing and advertising
expenses. Currenc believes that there exists a significant synergy between its B2C eWallet and retail airtime business and its B2B cross
border remittance business and global airtime transfer business. As such, it plans to continually invest in the product development of
its existing platforms, and to also to explore and develop eWallet markets in various Southeast Asian and Middle East countries so as
to expand its B2C business scope and create more synergy between its B2C and B2B businesses. To the extent that Currenc is able to create
significant synergy between its operations, and to cross-sell products and services between different clienteles and countries, it expects
its revenue and financial income to continue to grow and its margins to increase.
The Company’s ability to control costs and expenses relating to its operations affects its profitability. The global remittance market is evolving rapidly and new entrants to the market have driven market competition. This has resulted in a long-term downward trend on the gross profit margin in the industry as a whole. In order to generate growing operating profits, we believe that market participants must expand their market scope and scale, while also attempting to control their operating costs.
Currenc’s
ability to control costs and expenses relating to its operations affects its profitability. The global remittance market is evolving
rapidly and new entrants to the market have driven market competition. This has a long term downward trend on the gross profit margin
for the whole industry. In order to generate growing operating profits, players have to expand their market scope and scale, while on
the other hand, control their operating costs. General and administrative expenses have historically represented the largest portion
of Currenc’s total operating expenses. In particular, Currenc has invested significantly in hiring, training and retaining personnel
and expects to continue to make significant investments in personnel as it grows its business and enters new geographies and offers new
services. With the expansion of its business, Currenc expects its operating costs and expenses to continue to increase, including employee
compensation and benefits, marketing and branding and other costs and expenses. The salary level in the fintech industry in and around
Southeast Asia has generally increased in recent years, and Currenc believes it offers competitive wages and other benefits to recruit
and retain quality professionals. As Currenc is to explore and develop the B2C markets in Southeast Asia and Middle East, Currenc’
operating model allows it to centralize a number of functions, including technology development, operating system infrastructure building
as well as certain general and administrative services. This will allow Currenc to increase efficiencies across each of its businesses
and further increase its overall operating leverage.
Currenc’s
partner network
Currenc’s
results of operations are affected by its ability to continue to maintain and build its collaborative network with partners.
Tranglo’s
business has a large portfolio of blue-chip customers across both its payment and airtime transfer segments, including WISE, SingTel,
Remitly, SBI Japan, Mastercard, WeChat Pay HK, Maxis, Etisalat and Ding. By continuing to develop Tranglo’s technological infrastructure,
Currenc will be able to handle larger volumes of money transfer and settlement and open new business opportunities, both in money transfer
and airtime businesses, which in turn will allow it to attract more customers. The ability of Currenc to maintain and develop new partners
will have the direct impact on its business scope and scale.
As
Currenc is to develop new B2C markets in Southeast Asia and Middle East, it could bring in new partners for Tranglo and WalletKu so as
to create significant business synergy and cross selling between different business segments of Currenc.
As
part of Currenc’sthe Company’s strategy of expansion, it has in the past acquired, and may, from time to time, acquire businesses or interests
in businesses, including non-controlling interests, forminterests issued in the formation of joint ventures and/or createissued in connection with the creation of strategic alliances. In the future, Currencthe Company will
strive strive
to develop its B2C businesses in Southeast Asia and Middle East, focusing on various fintech and airtime trading services. ItThe expects
to replicate and further develop the existing B2C eWallet, payment, remittance, airtime trading business model in Southeast Asian and
Middle East countries, in particular the Philippines, Indonesia, Cambodia, Vietnam, Abu Dhabi and Saudi Arabia. CurrencCompany will continually
evaluate potential strategic acquisitions of businesses or products with the aim of expanding its user and revenue base, widening its
geographic coverage and increasing its product range. In addition, Currenc’sthe Company’s ability to leverage its existing distribution
network network
to expand its product offering across its current markets and replicate its success in Southeast Asian and Middle East countries
where where
it operates will affect its growth and results of operations. It expects that its growth prospects will continue to be significantly
affected by its ability to expand its business in new and existing markets.
Currenc’s new AI products and services
The Company plans to launch new AI products and services for financial institutions. The Company has created SEAMLESS AI Lab which is intended to be a complete AI solution provider for financial institutions. The Company customizes using AI functions to create trading platform, operating apps, marketing centers and enquiry centers for financial institutions. Also, through AI for Hire, the Company provides human resources and recruitment services for customers. This includes AI Agent services to address common OTC challenges such as customer onboarding or “KYC,” real-time customer support, transaction inquiries, price volatility, liquidity management, and fraud detection.
The Company strives to provide for financial institutions with comprehensive, AI-powered electronic banking solutions through SEAMLESS AI Lab, including a cutting-edge trading platform, trading and operating apps, customer inquiry and marketing centre, SEAMLESS AI Call Centre technology, training, compliance and risk management tools, website design and MasterCard issuance.
The Company also provides clients AI call centre services and compliance solutions designed to address common electronic banking challenges such as customer onboarding or “KYC,” real-time customer support, transaction inquiries, price volatility, liquidity management and fraud detection.
SEAMLESS AI Lab’s “AI Staff for Hire” offers clients with pre-built, customizable AI Agents to perform staff training across customer service, operations, compliance, finance and IT, as well as to assist human personnel, and deliver comprehensive reporting, monitoring and performance scoring.
The Company also helps financial institutions to set up or improve their platforms or infrastructures for developing or expanding their digital remittance and global airtime businesses, with an aim to recruit them to make use of the Company’s remittance and airtime corridors. The Company believes that the new AI services could recruit new clients for Tranglo and generate significant synergy for Tranglo’s remittance and airtime businesses.
The Company also plans to develop its AIDC (AI Data Center) business. Featuring a total planned capacity of 500MW, the 100-acre AIDC campus will be developed in phases. The campus will provide co-location and wholesale leasing solutions to hyperscalers, enterprise clients and other data center users, catering to diverse needs and ensuring a broad tenant base.
The Company plans to form an AI-focused investment fund in collaboration with ARC Group, a leading global investment bank. As the first of a series of initiatives, the fund aims to raise up to $100 million and will invest in AI data center (AIDC), green energy and computing power development, and will seek to drive AI innovation and digital transformation globally.
This section includes tables that set forth a summary
of Currenc’the Company’s consolidated results of operations for the periods indicated, as well as accompanying narratives explaining material
changes. This information should be read together with its consolidated financial statements and related notes included elsewhere in this
proxy statement and prospectus. The operating results in any period are not necessarily indicative of the results that may be expected
for any future period.
Three-month
period Ended SeptemberMarch 30,31, 20242025, Compared
to three-month period Ended SeptemberMarch 30,31, 20232024
For
the three-month period ended SeptemberMarch 30,31, 2024,2025, Currenc’the
Company’s revenue decreased by 11.0%23% to $11.3$10.1 million as compared to $12.7$13.1 million
for the three-month period ended SeptemberMarch 30,31, 2023. 2024.
The decreasesharp decline was mainly due to athat drasticthe declineCompany divested TNG Asia and GEA in the third quarter of 22.1%2024, and therefore there was no
more revenue contribution by these two entities in globalthe airtimeyear revenue.
Theof remittance2025. revenueOn decreasedthe asother wellhand, dueTNG toAsia and GEA together contributed a declineremittance
revenue inof TNG$2.2 Asia’smillion remittancefor business.the three-month period ended March 31, 2024.
The declining trend in global airtime business continued in the year of 2025. For the three-month period ended March 31, 2025, the global airtime transfer revenue declined by 23% to $2 million, as compared to $2.6 million for the three-month period ended March 31, 2024.
The local airtime business operated by WalletKu declined by 8% to $3.4 million for the three-month period ended March 31, 2025, as compared to $3.7 million for the three-month period ended March 31, 2024.
Three-month period Ended March 31, 2025, Compared to three-month period Ended March 31, 2024
For
the three-month period ended SeptemberMarch 30,31, 2024,2025, Tranglo
processed 2.712.77 million remittance transactions with a total value of $1.21$1.30 billion,
which compares to 2.722.94 million transactions and a
total value of $1.14$1.35 billion for the three-month period ended SeptemberMarch 30,31, 2023.2024. However,
as theTranglo’s overall take rate decreased by 7.5%to
0.35% during the period, Tranglo generated remittance revenues of $4.5 million for the three-month
period ended September 30, 2024, which was at relatively the same level of $4.6 million as the three-month period ended SeptemberMarch 30,31, 2025, of which 0.26% was the average transaction fee take rate, whereas 0.09% was
2023.the average forex spread take rate. For the three-month period ended March 31, 2025, ODL remittance flows represented 3.10% of the TPV
of Tranglo. This compared to the average total take rate of 0.37% and ODL remittance flows of 5.58% for the year of 2024.
Since the Company divested its TNG Asia and GEA in third quarter of 2024, both divested entities had exited the eWallet and remittance business by the end of 2024. As these two entities contributed to certain extent to the remittance volume and revenue of Tranglo, their exit of from the remittance business has had an adverse impact on Tranglo’s remittance business for the first quarter of 2025, as there was lower contribution from the Hong Kong market. As a result, the Company remittance revenue excluding TNG Asia and GEA declined by 8% to $4.6 million for the three month-period ended March 31, 2025, as compared to $5.0 million for the same period of 2024.
The decline in revenue was also due to a decline of 23% in global airtime revenue, from $2.6 million for the three-month period ended March 31, 2024 to $2.0 million for the three-month period ended March 31, 2025. The continual decline in demand for Malaysia-Indonesia airtime transfers has led to a continual decline in Tranglo’s global airtime business in the past few years, and the Company does not expect a turn around on its global airtime business in the near future.
The Indonesian retail business recorded a decrease of 8% to $3.4 million for the three-month period ended March 31, 2025, as compared to $3.7 million for the three-month period ended March 31, 2024.
Due
to COVID and the Malaysian border being closed, Currenc’ global airtime business dropped by 34%, from $18.4 million for the year
ended December 31, 2022 to $12.2 million for the year ended December 31, 2023. For the three-month period ended September 30, 2024, Currenc’
global airtime revenue continued to decline by 22% to $2.3 million as compared to $2.95 million for the three-month period ended September
30, 2023. As more and more free Wi-Fi is now made available to the people in many Southeast Asian countries, especially in Malaysia and
Indonesia, there was a change in consumers’ behavior. In particular, the demand for Malaysia-Indonesia airtime transfers has been
declining which led to a continual decline in Tranglo’s global airtime business in the years 2023 and 2024. Currenc does not expect
a turn around on its global airtime business in the near future.
For
the three-month period ended September 30, 2024, the airtime unique user accounts decreased to 531,000, representing a decline of 25.9%
as compared to 716,500 for the three-month period ended September 30, 2023. The monthly average unique sending accounts also decreased
to 140,200 for the three-month period ended September 30, 2024, representing a decline of 22.1% as compared to 180,000 for the three-month
period ended September 30, 2023.
Currenc’
Indonesian airtime revenue was $4 million for the three-month period ended September 30, 2024, which was at slightly higher as compared
to $3.4 million for the three-month period ended September 30, 2023.
For
the three-month period ended SeptemberMarch 30,31, 2024,2025, Currencthe
Company recorded a gain of $0.1$1.0 million as “Other income”. For the three-month period ended March 31, 2024, the Company recorded
a gain of $0.2 million as “Other income”, of which was immaterial.
For the three-month period ended September 30, 2023, Currenc alsoTranglo recorded a gain of $0.2 million as “Other incomegain”.
For the three-month period ended March 31, 2025, the Company’s cost of revenue was $6.9 million which was a decrease of 20.7% as compared to that of $8.7 million for the three-month period ended March 31, 2024. The direct costs for remittance revenue was $1.7 million for the three-month period ended March 31, 2025, which represented a decrease of 41.4% as compared to $2.9 million for the three-month period ended March 31, 2024. The decline was mainly due to that the cost of revenue contributed by TNG Asia and GEA ceased to be recorded in the year of 2025.
CURR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-02 | Weinstein Eric David |
Grant/award | 3,720 | $3.36 | $12.5K |
| 2026-09-02 | Ng Eng Ho |
Grant/award | 3,720 | $3.36 | $12.5K |
| 2026-09-02 | Chen Kevin |
Grant/award | 3,720 | $3.36 | $12.5K |
| 2026-06-02 | Weinstein Eric David |
Grant/award | 3,918 | $3.19 | $12.5K |
| 2026-06-02 | Ng Eng Ho |
Grant/award | 3,918 | $3.19 | $12.5K |
| 2026-06-02 | Chen Kevin |
Grant/award | 3,918 | $3.19 | $12.5K |
Well-known investors holding CURR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 25,195 | $68.0K | 0.0% | Reduced 57% |
| Two Sigma Investments | 2026-06-30 | 22,869 | $61.7K | 0.0% | Reduced 62% |