What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-04-14 compared with 2024-03-27 · 54 added, 67 removed, 1 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

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.

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

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.

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.

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.

of Proceeds from our Initial Public Offering

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.

costs amounted to $9,351,106 consisting of $2,499,985 in cash of underwriting fees and $6,851,121 of other offering costs.

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.

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.

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.

a description of the use of the proceeds generated in our Initial Public Offering, see Part II, Item 7 of this Annual Report.

Ordinary Shares are listed on the Nasdaq Capital Market under the symbols “CURR.”

of April 13, 2025, there were 38 holders of record of our Ordinary Shares.

have not paid any cash dividends on our Ordinary Shares to date.

The payment of cash dividends by us in the future will be dependent

upon our revenues and earnings, if any, capital requirements and general financial condition.

The payment of any dividends will be within

the discretion of our Board.

Authorized for Issuance Under Equity Compensation Plans

of December 31, 2024, we did not have any securities authorized for issuance under Currenc Group Inc.

equity compensation plans.

shareholders have approved the Currenc Group Inc.

2024 Equity Incentive Plan (the “Incentive Plan”).

We have reserved a

total of 4,636,091 Ordinary Shares for issuance pursuant to the Incentive Plan.

Sales of Unregistered Securities

“ Use of Proceeds from the Initial Public Offering ,” below.

of Equity Securities by the Issuer and Affiliated Purchasers

of Proceeds from the Initial Public Offering

previously reported, on November 18, 2021, the registration statement for the Company’s Initial Public Offering was declared effective.

On November 23, 2021, the Company consummated its Initial Public Offering of 19,999,880 Units (the “Units” and, with respect

to the Class A ordinary share included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross

proceeds of $199,998,800, and incurring offering costs of $9,351,106 of which $5,999,964 was for deferred underwriting commissions (see

Each Unit consists of one Class A ordinary share of the Company and one-half of one redeemable warrant, where each whole warrant

entitles the holder to purchase one Class A ordinary share.

The Company granted the underwriter a 45-day option to purchase up to an

additional 2,608,680 Units at the Initial Public Offering price to cover over-allotments, if any.

Simultaneous with the close of the

Initial Public Offering, the over-allotment option was exercised in full.

Simultaneously

with the closing of the Offering, the Company consummated the private placement of an aggregate of 7,796,842 warrants (the “Private

Placement Warrants”) to the Sponsor, at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $7,796,842

(the “Private Placement”) (see Note 4).

costs amounted to $9,351,106, consisting of $2,499,985 of underwriting fees, $5,999,964 was for deferred underwriting commissions, $268,617

for the fair value of the representative shares and $582,540 of other offering costs.

the closing of the Initial Public Offering and the exercise of the over-allotment partially by the underwriter on November 23, 2021,

an amount of $202,998,782 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale

of the Private Placement Warrants of $7,796,842 was placed in a trust account (the “Trust Account”), located in the United

States and held as cash items or invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the

Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any

open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph

(d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business

Combination and (ii) the distribution of the assets held in the Trust Account, as described below.

did not issue any equity securities during the year ended December 31, 2024, that were not registered under the Securities Act and that

have not otherwise been described in a Quarterly Report on Form 10-Q or a Periodic Report on Form 8-K.

As consideration for the Business

Combination, Currenc issued 400,000 commitment shares to the private investment in public equity (“PIPE”) investor 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 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.

On September 27, 2024, the Company filed a registration

statement with the SEC to register the issuances discussed herein.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity