Currenc Group Inc.

Currenc Group Inc. (the "Company" or "Currenc") operates primarily in the digital financial services sector, specializing in cross-border money transfer and international airtime trading, with a strong presence in Southeast Asia and a growing global footprint. The Company's core business model revolves around facilitating these services through its two main subsidiaries, Tranglo Sdn. Bhd. ("Tranglo") and PT WalletKu Indompet Indonesia ("WalletKu"). Currenc generates revenue from foreign exchange spreads and fixed transaction fees in its remittance business, and commissions on airtime top-ups and internet data plans in its airtime business. The Company serves both business-to-business (B2B) clients through Tranglo and business-to-consumer (B2C) end-users directly through WalletKu.

Tranglo, a leading global money and airtime transfer hub in Southeast Asia, provides B2B remittance services for financial institutions and acts as a one-stop settlement agent for cross-border money transfer. It offers a single unified application programming interface (API) for licensed banks and money service operators, enabling global payment processing. As of December 31, 2025, Tranglo had over 5,000 bank partners, 35 e-Wallets, 130,000 cash pick-up points, and 500 mobile operators covering 150 countries, serving more than 40 airtime corporate customers. For the fiscal year ended December 31, 2025, Tranglo processed approximately 11.5 million transactions with a total processing value of $5.6 billion ¹. Tranglo's revenue from money remittance is derived from foreign exchange spreads and fixed transaction fees, with an overall take rate of 0.37% ² in 2025, comprising a 0.26% ³ average transaction fee take rate and a 0.11% ⁴ average forex spread take rate.

WalletKu is an independent electronic platform in Indonesia that directly serves end-users, enabling them to purchase airtime, conduct internet data top-ups, cash top-ups, transfers, and utility or bill payments. WalletKu also participates in the Indosat Cluster Partnership, managing marketing for Indosat Ooredoo Hutchison's telecommunication and airtime products in two cluster areas in Indonesia. As of December 31, 2025, WalletKu served approximately 130,000 customers ⁵, distributing airtime with a total value of $6.89 million ⁶. WalletKu's Indosat Cluster Managing Partnership generated total revenue of $75.78 million ⁷ as of December 31, 2025, with an average gross margin of 8.89% ⁸ and incentive rewards averaging 5.08% ⁹ of total revenue.

For the fiscal year ended December 31, 2025, Currenc reported total revenue of $37.813 million ¹⁰, a decrease of 18.5% ¹¹ from $46.435 million ¹² in 2024. Cost of revenue decreased by 29.6% ¹³ to $22.397 million ¹⁴ in 2025 from $31.843 million ¹⁵ in 2024. This resulted in a gross profit of $15.416 million ¹⁶ in 2025, up from $14.592 million ¹⁷ in 2024. Operating expenses significantly reduced from $41.968 million ¹⁸ in 2024 to $23.353 million ¹⁹ in 2025. The Company incurred a net loss of $18.504 million ²⁰ in 2025, an improvement from a net loss of $38.827 million ²¹ in 2024. Diluted EPS is not explicitly provided. Cash and cash equivalents, restricted cash, and escrow money receivable totaled $75.279 million ²² as of December 31, 2025, compared to $63.862 million ²³ in 2024. Total contractual obligations as of December 31, 2025, were $16.483 million ²⁴, with total interest payment obligations of $408 thousand ²⁵. The Company had an accumulated deficit of $150 million ²⁶ and a net capital deficit of $18.6 million ²⁷ as of December 31, 2025.

Year-over-year, total revenue decreased by 18.5% ¹¹. Excluding divested entities TNG Asia and GEA, revenue decreased by 10.3% ²⁸ from $42.0 million ²⁹ in 2024 to $37.813 million ¹⁰ in 2025. Remittance revenue (excluding TNG Asia & GEA) increased by 22% ³⁰ to $22.176 million ³¹ in 2025 from $18.174 million ³² in 2024. Global Airtime Revenue declined by 15.1% ³³ to $7.942 million ³⁴ in 2025 from $9.336 million ³⁵ in 2024. Indonesian Airtime Revenue (WalletKu) decreased by 46.9% ³⁶ to $7.678 million ³⁷ in 2025 from $14.505 million ³⁸ in 2024. Gross profit margin improved due to a larger percentage decrease in cost of revenue (29.6% ¹³) compared to the revenue decline (18.5% ¹¹). Operating expenses saw a substantial reduction of $18.615 million ³⁹, primarily due to the divestiture of TNG Asia and GEA, and a $16.9 million ⁴⁰ reduction in incentive share expenses.

During the reported period, Currenc completed a business combination with INFINT Acquisition Corporation on August 30, 2024, resulting in INFINT changing its name to Currenc Group Inc. and its Ordinary Shares listing on Nasdaq. Prior to this, Seamless divested TNG (Asia) Ltd., Future Network Technology Investment Co., Ltd., and GEA Holdings Limited, and increased its ownership of WalletKu to 79% ⁴¹. In connection with the closing, Currenc issued promissory notes totaling approximately $9.5 million ⁴² and completed a PIPE Offering raising $1.75 million ⁴³ in net proceeds. On November 2, 2025, the Company entered into a non-binding term sheet for a proposed merger with Animoca Brands, where Animoca Brands' shareholders would own approximately 95% ⁴⁴ of the combined entity. Concurrently, on January 2, 2026, Seamless entered into a definitive share purchase agreement to sell 60% ⁴⁵ of its controlling interest in Tranglo to New Margin Holding Limited for an aggregate purchase price of $400 million ⁴⁶, with $200 million ⁴⁷ payable at closing and $200 million ⁴⁸ due 90 days thereafter. Ripple Labs Singapore Pte. Ltd. exercised its right to join the sale, reducing Currenc's sale to 36% ⁴⁹ of its 60% controlling interest in Tranglo. The Company also secured a landmark contract with Coin Cove in 2025 to provide AI-powered electronic banking solutions through SEAMLESS AI Lab, and in early 2026, secured a contract to provide white-label crypto exchange services to Coin Cove.

Management's specific revenue, margin, or EPS guidance for the upcoming period is not explicitly provided in the filing. However, the Company's ability to continue as a going concern is dependent on improving operating conditions and raising additional capital through equity offerings, debt financings, or other strategic transactions. Management's business plans include cost management, issuance of ordinary shares and convertible promissory notes, and renewal and expansion of loan facilities.

A major growth area for Currenc is the proposed merger with Animoca Brands, which was announced via a non-binding term sheet on November 2, 2025. This transaction involves Currenc acquiring 100% of Animoca Brands' issued shares, with Animoca Brands' shareholders collectively owning approximately 95% ⁴⁴ of the resulting entity and current Currenc shareholders holding approximately 5% ⁵⁰. Animoca Brands is described as a global leader in the digital asset ecosystem with a diversified investment portfolio of over 600 companies across various digital asset verticals, including real-world asset (RWA) tokenization, AI, gaming, blockchain infrastructure, and decentralized finance. Its digital asset treasury includes BTC, ETH, SOL, MOCA, SAND, and EDU, along with investments in leading digital asset companies. This merger is expected to significantly expand Currenc's presence and capabilities in the digital asset space, operating under the Animoca Brands name if completed.

Another significant growth vector is the expansion of new AI products and services for financial institutions through SEAMLESS AI Lab. This initiative focuses on high-growth opportunities in AI data centers, fintech, and green energy through the CURR-ARC AI Fund 1, which aims to raise up to $100 million ⁵¹. SEAMLESS AI Lab develops AI functions for trading platforms, operating apps, marketing centers, and enquiry centers for financial institutions. The "AI for Hire" program provides human resources and recruitment services, including AI Agent services for customer onboarding (KYC), real-time customer support, transaction inquiries, price volatility, liquidity management, and fraud detection. Full deployment of these core solutions is anticipated for the first quarter of 2026. The Company secured a contract with Coin Cove in 2025 to provide comprehensive AI-powered electronic banking solutions, including a trading platform, trading and operating apps, customer inquiry and marketing center, SEAMLESS AI Call Centre technology, training, compliance and risk management tools, website design, and MasterCard issuance. In early 2026, an additional contract was secured with Coin Cove for white-label crypto exchange services.

In connection with its infrastructure goals, Currenc plans to develop its AI Data Center (AIDC) business, with a total planned capacity of 500MW ⁵². The 100-acre AIDC campus will offer co-location and wholesale leasing solutions to hyperscalers, enterprise clients, and other data center users. Activation of the AIDC Project is currently anticipated for the second quarter of 2026. The Company also plans to form an AI-focused investment fund in collaboration with ARC Group, aiming to raise up to $100 million ⁵¹ for investments in AIDC, green energy, and computing power development.

Regarding margin trajectory and cost structure, the global remittance market is experiencing intensifying competition, leading to a long-term downward trend in gross profit margins for the industry. To counter this, Currenc aims to expand its market scope and scale while controlling operating costs. General and administrative expenses, historically the largest portion of total operating expenses, are largely fixed, implying high operating leverage where increased business volume could lead to disproportionately higher profitability. The Company's operating costs for Tranglo increased by 6.2% ⁵³ to $13.7 million ⁵⁴ in 2025, in line with increased remittance volume. WalletKu's operating costs decreased to $0.6 million ⁵⁵ in 2025 from $1.2 million ⁵⁶ in 2024 due to tighter cost control.

The Company's planned capital allocation includes ongoing investments in software and technology to enhance and scale its proprietary cross-border remittance and airtime platforms. Capital expenditures were $0.5 million ⁵⁷ in 2025 and $0.6 million ⁵⁸ in 2024, primarily for computer hardware and software. The Company also entered into a securities purchase agreement with New Margin on October 8, 2025, for the issuance of up to $33 million ⁵⁹ in unsecured convertible promissory notes and Ordinary Share purchase warrants for an aggregate purchase price of up to $30 million ⁶⁰. The warrants have an exercise price of $1.85 ⁶¹ per Ordinary Share. Additionally, on February 25, 2026, shareholders approved the issuance of 35,653,995 ⁶² Ordinary Shares to Alexander King Ong Kong and Regal Planet at a price of $1.53 ⁶³ per Ordinary Share to settle outstanding indebtedness of approximately $54,550,612.30 ⁶⁴.

Structural headwinds and execution risks management explicitly flagged include the ongoing due diligence for the Animoca Brands merger, which may not reveal all relevant considerations or liabilities. The merger is subject to shareholder, regulatory, and court approvals, and failure to obtain these or obtaining them with conditions could delay or prevent the merger. Existing shareholders will experience significant dilution, owning approximately 5% ⁵⁰ of the merged entity. The proposed sale of the Tranglo business for $400 million ⁴⁶ is also subject to regulatory approvals and third-party consents, with a long-stop date of September 30, 2026. The complexity of executing both the merger and the Tranglo transaction could divert management attention and incur substantial costs. The pre-funding mechanism Tranglo offers, which relies on XRP, generates lower transaction fees and foreign exchange gains (0.26% ³ and 0.1% ⁶⁵ respectively in 2025), and increased adoption of this mechanism could reduce remittance revenue if not offset by increased market share and transaction volume. The international airtime transfer business may be adversely affected by the increasing availability of free Wi-Fi in Southeast Asian countries, changing consumer behavior.

Geographic, regulatory, or macro factors identified as constraints include foreign exchange control policies in countries like Malaysia and Indonesia, which could restrict the repatriation of dividends or other payments from subsidiaries. In Indonesia, foreign investment in e-money businesses is capped at 49% ⁶⁶, and any agreements where Indonesian shareholders hold shares for a foreign beneficiary may be void. WalletKu currently relies on a business partner's e-money license and has no plans to apply for its own, which could limit its growth if it exceeds certain floating fund thresholds (IDR1,000,000,000 ⁶⁷, approximately $68,205 ⁶⁸). The Company is also subject to various anti-money laundering, proliferation financing, and counter-terrorist financing laws globally, with increased scrutiny requiring continuous program revisions and potential significant costs. The legal systems in Southeast Asia vary, and the interpretation and enforcement of laws are often unclear and evolving, posing risks of penalties, fines, and business disruptions.

The Company faces material risks including the ongoing due diligence for the proposed merger with Animoca Brands, which may not uncover all liabilities, potentially leading to substantial future losses. The consummation of this merger is contingent on various shareholder, regulatory, and court approvals, and failure to secure these or receiving them with onerous conditions could prevent or delay the transaction, reducing anticipated benefits. Current shareholders face significant dilution, as Animoca Brands' shareholders would own approximately 95% ⁴⁴ of the combined entity. The proposed sale of the Tranglo business for $400 million ⁴⁶ is also subject to regulatory approvals and third-party consents, with a risk of termination if conditions are not met by September 30, 2026. Executing these complex transactions could divert significant management attention and incur substantial costs. The Company's ability to continue as a going concern is in substantial doubt, given an accumulated deficit of $150 million ²⁶ and a net capital deficit of $18.6 million ²⁷ as of December 31, 2025, and recurring net losses. Operations are highly dependent on proprietary and external technology platforms, making the Company vulnerable to system failures, cyberattacks, and data breaches, which could harm its reputation and lead to substantial liability. The increasing adoption of XRP pre-funding in Tranglo's remittance business, which has lower transaction fees (0.26% ³) and foreign exchange gains (0.1% ⁶⁵), could reduce revenue if not offset by increased market share. The Company is exposed to foreign exchange risk due to operations in multiple jurisdictions and potential restrictions on currency repatriation, such as Indonesia's requirement for supporting documents for conversions exceeding certain thresholds. Legal proceedings, including the Ripple Litigation where the Company is jointly and severally liable for $23,952,480.00 ⁶⁹ plus late payment charges and costs, pose significant financial and reputational risks. Furthermore, the Company is subject to various and evolving government regulations across different geographies, including anti-money laundering laws, and may fail to obtain or maintain requisite licenses, leading to penalties or operational restrictions. The digital wallet market in Asia is developing, and growth depends on continued adoption of mobile devices and the Internet, which may be hindered by infrastructure limitations or rising costs. The Company's status as a foreign private issuer and a "controlled company" may result in less protection for shareholders compared to domestic issuers.

Management's message to shareholders emphasizes the Company's position as a leading digital financial services provider specializing in cross-border money transfer and international airtime trading, with a strong presence in Southeast Asia and a growing global footprint. They highlight the ongoing strategic transformation through the proposed merger with Animoca Brands, where Animoca Brands' shareholders would collectively own approximately 95% ⁴⁴ of the resulting entity, and the proposed sale of a 60% ⁴⁵ controlling interest in Tranglo for $400 million ⁴⁶. Management acknowledges the substantial doubt about the Company's ability to continue as a going concern, citing an accumulated deficit of $150 million ²⁶ and a net capital deficit of $18.6 million ²⁷ as of December 31, 2025, and states that business plans include cost management, issuance of ordinary shares and convertible promissory notes, and renewal and expansion of loan facilities. Key strategic priorities include expanding market reach to other geographical regions like the Middle East or Africa, developing B2C markets for higher profitability, broadening the global airtime transfer network, and launching new AI products and services for financial institutions through SEAMLESS AI Lab, including the AI Data Center (AIDC) business with a planned capacity of 500MW ⁵² and an AI-focused investment fund aiming to raise up to $100 million ⁵¹.