Currenc Group Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our units and Class A ordinary shares trade on the NYSE. Each of our units consists of one Class A ordinary share and one-half of one redeemable warrant and, commencing on November 19, 2021, trades on the NYSE under the symbol “IFIN.U.” The Class A ordinary shares and warrants underlying our units began trading separately on the NYSE under the symbols “IFIN” and “IFIN.WS,” respectively, on January 10, 2022. Following the notice of delisting and suspension of trading of our warrants by the NYSE due to “abnormally low” price levels, effective November 28, 2023, our warrants were delisted from the NYSE effective December 13, 2023. On January 19, 2024, we received the Notice from NYSE informing us that, because the number of public shareholders is less than 300, we are not in compliance with Section 802.01B of the Listing Rule. The Listing Rule requires us to maintain a minimum of 300 public stockholders on a continuous basis. The Notice specifies that we have 45 days to submit a business plan that demonstrates how we expect to return to compliance with the Listing Rule within 18 months of receipt of the Notice. On March 4, 2024, we submitted such a business plan to demonstrate how we expect to return to compliance with the Listing Rule within 18 months of receipt of the Notice. The plan is currently under review by the sta f f of NYSE Regulation. If NYSE Regulation accepts the plan, we will be notified in writing and will be subject to periodic reviews includ i ng quarterly monitoring for compliance with such plan. If NYSE Regulation does not accept the plan, we will be subject to delisting procedures. Holders of Record As of March 21, 2024, there were one holder of record of our units, one holder of record of our Class A ordinary shares, two holders of record of our warrants and five holders of record of our Class B ordinary shares. Such numbers do not include beneficial owners holding our securities through nominee names. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our Board at such time. In addition, our Board is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Use of Proceeds from our Initial Public Offering On November 23, 2021, the Company consummated the IPO of 17,391,200 units at $10.00 per Unit and the sale of 7,032,580 Private Warrants at a price of $1.00 per Private Warrant in a private placement to the Sponsor that closed simultaneously with the closing of the IPO. The Company has listed the Units on the NYSE. On November 23, 2021, the underwriters exercised their over-allotment option in full, according to which the Company consummated the sale of an additional 2,608,680 Units, at $10.00 per Unit, and the sale of an additional 764,262 Private Warrants, at $1.00 per Private Warrant. Following the closing of the over-allotment option, the Company generated total gross proceeds of $207,795,642 from the IPO and the Private Placement, of which the Company raised $199,998,800 in the IPO, $7,796,842 in the Private Placement and of which $202,998,782 was placed in the Company’s Trust Account with Continental Stock Transfer & Company as trustee, established for the benefit of the Company’s public shareholders. Transaction costs amounted to $9,351,106 consisting of $2,499,985 in cash of underwriting fees and $6,851,121 of other offering costs. On February 14, 2023, the Company’s shareholders approved an amendment to the Charter to extend the date by which the Company must consummate its initial business combination from February 23, 2023, upon additional funds being deposited into the Company’s Trust Account to the First Extended Date. In connection with the shareholder vote to approve the First Extension, the holders of 10,415,452 Class A ordinary shares property 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. On August 18, 2023, the Company’s shareholders approved an amendment to the Charter to extend the date by which it has to consummate a Business Combination from August 23, 2023 to the Second Extended Date. In connection with the votes to approve the Second Extension, 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, for an aggregate redemption amount of approximately $23.8 million, leaving approximately $81.1 million in the Company’s Trust Account. On February 16, 2024, the Company’s shareholders approved an amendment to the Charter to extend the date by which it has to consummate a Business Combination from February 23, 2024 to the Third Extended Date. In connection with the votes to approve the Third Extension, 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, for an aggregate redemption amount of approximately $30.26 million, leaving approximately $53.97 million in the Company’s Trust Account. For a description of the use of the proceeds generated in our Initial Public Offering, see Part II, Item 7 of this Annual Report. ITEM 6. [RESERVED]