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Item 7. Management’s Discussion and Analysis

2025-04-14 compared with 2024-03-27 · 764 added, 287 removed, 13 unchanged (99% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

Note Regarding Forward-Looking Statements

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.

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.

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

after giving effect to the Business Combination.

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.

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.

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.

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.

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.

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.

Business Combination

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”).

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.

Combination Agreement was amended on October 20, 2022, November 29, 2022 and February 20, 2023.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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”).

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

only activities through December 31, 2023 were organizational activities, those necessary to consummate the IPO, described below, and

identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion

of our Business Combination.

We generate non-operating income in the form of interest income on marketable securities held in the Trust

We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses.

the year ended December 31, 2023, we had net income of $3,147,500, which consisted of operating costs of $2,027,707, offset by interest

earned on marketable securities held in the Trust Account of $5,175,207.

the year ended December 31,2022, we had net loss of $1,111,964, which consisted of operating costs of $4,044,156, offset by interest

earned on marketable securities held in the Trust Account of $2,932,192.

and Capital Resources

November 23, 2021, the Company consummated its IPO of 17,391,200 of its units.

Each Unit consists of one Class A ordinary share, $0.0001

par value per share, and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one ordinary share

at a price of $11.50 per share.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $173,912,000.

Simultaneously

with the consummation of the IPO, the Company consummated the private placement of 7,032,580 warrants at a price of $1.00 per Private

Warrant, generating total proceeds of $7,032,580, to the Company’s Sponsor.

The Private Warrants are identical to the warrants

sold in the IPO.

November 23, 2021, the Company consummated the sale of an additional 764,262 Private Warrants in connection with the underwriter’s

exercise of its over-allotment option to purchase an additional 2,608,680 Units for gross proceeds of $26,086,800.

The Private Warrants

were sold at $1.00 per Private Warrant, generating additional gross proceeds of $764,262.

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

established in connection with the IPO.

the year ended December 31, 2023, cash used in operating activities was $552,958.

Net income of $3,147,500 was offset by interest earned

on marketable securities held in the Trust Account of $5,175,207.

Changes in operating assets and

liabilities used $1,474,749 of cash for operating activities.

Cash from investing activities consisted of cash withdrawn from the trust

account of $133,124,975 net with additional investments in the trust account of $2,540,000.

Cash used in financing activities consisted

of the redemption of ordinary shares of $133,124,975 net with contributions for the extension of $2,540,000 and proceeds from working

capital loan of $325,000.

the year ended December 31, 2022, cash used in operating activities was $(756,716).

Net loss of $1,111,964 was offset by interest earned

on marketable securities held in the Trust Account of $2,932,192.

Changes in operating assets and liabilities used $3,287,440 of cash

for operating activities.

December 31, 2023, we had marketable securities held in the Trust Account of $ 83,523,112

consisting of securities held in a money market fund and government bonds that invests in United States government treasury bills, bonds

or notes with a maturity of 185 days or less.

Through December 31, 2023, we did not withdraw any interest earned on the Trust Account

to pay our taxes.

The amount of funds available for a business combination is approximately $83.5 million after payment of $5,999,964

of deferred underwriting fees and payment of an aggregate redemption amount of approximately $133.1 million as a result of the approval

of the Extension Proposals.

To the extent that our capital stock is used in whole or in part as consideration to effect a Business Combination,

the remaining funds held in the Trust Account will be used as working capital to finance the operations of the target business.

working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for

strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay

any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination if the funds

available to us outside of the Trust Account were insufficient to cover such expenses.

December 31, 2023, we have available to us $ 43,509 of cash on our operating account and

working capital deficit of $ 4,516,047 .

We will use these funds primarily to find and evaluate

target businesses, perform business, legal, and accounting due diligence on prospective target businesses, travel to and from the offices,

plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material

agreements of prospective target businesses, and structure, negotiate and complete a business combination.

The interest income earned

on the investments in our Trust Account are unavailable to fund operating expenses.

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation

of a Business Combination into additional private placement warrants at a price of $1.00 per warrant.

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

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.

The Note amended, replaced and superseded in its entirety that certain promissory note, dated May 1, 2023, made by the Company in favor

of the Sponsor in the principal amount of up to $150,000 (the “Original Note”), and any unpaid principal balance of the indebtedness

evidenced by the Original Note has been merged into and evidenced by the Note.

The Note does not bear interest and the principal balance

will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”).

In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert the

principal outstanding under the Note into that number of private placement warrants (“Working Capital Warrants”) equal to

the portion of the principal amount of the Note being converted divided by $1.00, rounded up to the nearest whole number.

the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants issued by the Company at the

time of its IPO, as described in the prospectus for the IPO, dated November 22, 2021 and filed with the SEC, including the transfer restrictions

applicable thereto.

The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the

unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

As of December

31, 2023, $325,000 was outstanding pursuant to the Note.

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.

will have until the Third Extended Date to consummate our initial business combination.

On February 13, 2023, the Company’s

shareholders approved the First Extension.

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.

August 18, 2023, the Company’s shareholders approved to the Second Extension 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 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.

Accordingly, the Company now

has until the Third Extended Date to consummate its initial business combination.

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.

on the foregoing, management believes that the Company expects to continue to incur significant costs in pursuit of the consummation

of a Business Combination.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied

through proceeds from notes payable and from the issuance of common stock.

However, the $43,509 in cash is unlikely to be be sufficient to allow

the Company to operate for at least the next 12 months from the issuance of the financial statements.

Additionally, the combination period

is less than one year from the date of the issuance of the financial statements.

As a result, there is substantial doubt that the Company

can sustain operations for a period of at least one-year from the issuance date of these financial statements.

only activities through December 31, 2023 were organizational activities, those necessary to consummate the IPO,

described below, and identifying a target company and preparing for the Business Combination.

We do not expect to generate any operating

revenues until after the completion of our Business Combination.

We generate non-operating income in the form of interest income on marketable

securities held in the Trust Account.

We are incurring expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as for due diligence expenses.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement

to pay our Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support.

We began incurring

these fees on November 23, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination

and our liquidation.

connection with our initial business combination, we are obligated to pay our expenses relating thereto, including the deferred underwriting

commission payable to our underwriter in an amount equal to 3.0% of the total gross proceeds raised in the offering, or $5,999,964, upon

consummation of our initial business combination.

Accounting Estimates

preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial

statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

identified the following critical accounting policies:

A ordinary shares subject to possible redemption

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 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.

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

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.

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.

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)

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.

Results of Operations

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

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

For the full-year period ended

(dollars in thousands)

Cost of revenue

Operating expenses

General and administrative and selling expenses

Total operating expenses

Finance income (costs)

Other income/(loss), net

Other expenses

Loss before income tax expense

Income tax expenses

Non-GAAP Financial Figures:

To see how Currenc defines and calculates EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

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

For the full-year period ended

(dollars in thousands)

Remittance revenue excluding TNG Asia & GEA

Global Airtime Revenue

Indonesian Airtime Revenue

Total Revenue excluding TNG Asia & GEA

Currenc’s international remittance hub’s

business, i.e.

Tranglo’s remittance business, has been continuously growing in the past few years.

For the full-year period ended

December 31, 2024, Tranglo processed 11.4 million remittance transactions with a total value of $5.14 billion, which compares to 11.0

million transactions and a total value of $4.54 billion for the full-year period ended December 31, 2023.

However, Tranglo’s overall

take rate decreased to 0.37% during the year 2024, of which 0.27% was the average transaction fee take rate, whereas 0.1% was the average

forex spread take rate.

For the full year of 2024, ODL remittance flows represented 4.5% of the TPV of Tranglo.

This compared to the average

total take rate of 0.43% for the year of 2023, of which 0.32% was the average transaction fee take rate and 0.11% was the average forex

spread take rate.

For the year of 2023, ODL remittance flows represented 10.5% of the TPV of Tranglo.

The global remittance market is evolving rapidly and

market competition has been keen.

This is especially the case for the upstream players who act as the remittance hub serving mainly financial

institutions.

Besides providing quality and reliable services, Tranglo needs to offer price competitive services in order to capture more

market share and to secure the client relationship.

With a bigger market share and higher TPV, Tranglo would then be able to expand its

global coverage and establish new remittance corridors.

Tranglo has been adopting an aggressive pricing strategy so as to become one of

the most price competitive players in the market and succeeded in gaining continual strong growth in remittance volume, in form of TPV,

as well as establishing a growing remittance network globally in the past years.

However, this also led to a long-term declining trend

on its average total take rates.

This was especially the case after Tranglo launched the ODL services in 2021.

Going forward, the management

expects that Tranglo should focus on driving its remittance revenue instead of just aiming at higher TPV and business volume.

The management

expects that the downward trend in average take rates should slow down or come to a halt in the coming future.

The decline in revenue was also due to a drastic decline

of 23.8% in global airtime revenue, from $12.2 million for the full year of 2023 to $9.3 million for the full year of 2024.

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 year of 2024.

Currenc does not expect a turn around on its global

airtime business in the near future.

The Indonesian retail business recorded a slight increase

of 2.1% to $14.5 million for the year 2024, as compared to $14.2 million for the year of 2023.

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.

For the full-year period ended December 31, 2023,

Currenc recorded a gain of $0.84 million as “Other income”, of which Tranglo recorded a gain of $0.96 million as

“Other gain” whereas TNG Asia recorded a loss of $0.12 million.

Cost of Revenue

For the full-year period ended December 31, 2024,

Currenc cost of revenue was $31.8 million which was a decrease of 11.4% as compared to that of $35.9 million for the full-year period

ended December 31, 2023.

The direct costs for remittance revenue was $9.5 million for the year of 2024, which represented a decrease of

16.7% as compared to $11.4 million for the year of 2023.

The decline was mainly due to a decline in the cost of revenue contributed by

TNG Asia and GEA as the remittance business of these two entities declined substantially during the year.

Both TNG Asia and GEA were divested

in August 2024 and therefore, going forward, the direct costs for remittance revenue would only reflect the contribution of Tranglo alone.

As Currenc divested TNG Asia and GEA in August 2024,

for the full-year period ended December 31, 2024, if excluding the direct costs contributed by TNG Asia and GEA, Currecnc total direct

remittance costs was $6.9 million.

This represented a decline of 4.2% as compared to the same full year period of 2023, assuming that

the contribution of TNG Asia and GEA was excluded as well.

For the full-year period ended December 31, 2024, the total direct costs of

revenue after excluding the contributions of TNG Asia and GEA was $28.9 million.

This compared to $31.4 million for the same full year

period of 2023, represented a decline of 8%.

Full-year period Ended December 31, 2024 Compared to full-year period

Ended December 31, 2023

For the full-year period ended

(dollars in thousands)

Remittance direct cost excluding TNG Asia & GEA

Global Airtime direct cost

Indonesian Airtime direct cost

Total direct cost excluding TNG Asia & GEA

Despite that the TPV for Tranglo increased by 13.2%,

from $4.53 billion for the year of 2023 to $5.14 billion for the year of 2024, the direct costs of remittance revenue for Tranglo was

$6.9 million for the full year of 2024, which represented a direct payout rate of 0.12%.

This compared to the direct costs of $7.2 million

for the full year of 2023, with a direct payout rate of 0.15%.

As the global digital remittance business is under keen competition and

price pressure, Tranglo needs to continue its efforts in controlling the costs in order to preserve its profitability.

The direct costs for global airtime revenue decreased

substantially by 24.3% from $10.7 million to $8.1 million, which was in line with the 23.8% decline in global airtime revenue.

costs for Indonesian airtime revenue was $13.9 million, which was at relatively the same level as that of $13.5 million for the year 2023.

The amortization expense of Currenc was $0.96 million

for the full year period ended December 31, 2024, as compared to $1.6 million for the full year period ended December 31, 2023.

amortization expenses were related only to the amortization expense of TNG Asia.

Operating Expenses

Currenc’ operating expenses increased sharply

from $24.0 million for the full-year period ended December 31, 2023, to $42.0 million for the full-year period ended December, 2024.

substantial increase was mainly due to an expense of $20.9 million in recognition of the incentive shares granted to the employee upon

the completion of merging with INFINT SPAC, and also an expense of $1 million in recognition of shares granted to Roth for their services

as the Capital Market Advisor.

As Currenc divested TNG Asia and GEA in August 2024,

going forward its operating costs mainly reflects the operating costs of Tranglo, WalletKu and the headquarters only.

For Tranglo, the

operating cost for the year of 2024 was $12.9 million, representing an increase of 4.9% as compared to $12.3 million for the year 2023.

This was in line with the increase in remittance volume processed by Tranglo during the year.

As for WalletKu, the operating costs was

$1.2 million for the year 2024, as compared to $1.5 million for the year of 2023.

This was the result of stringent cost control of WalletKu’s

Currenc’ legal and professional costs decreased

to $1.7 million for the full-year period ended December 31, 2024, from $4.7 million for the full-year period ended December 31, 2023.

This was mainly due to the completion of merging with INFINT SPAC in August 2024, and therefore there was no need to continue to pay fees

for the extension of INFINT SPAC and de-SPAC related legal and professional expenses.

Other income, net

For the full-year period ended

December 31, 2024, Currenc recorded a loss of $2.2 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.

Other expenses

Other expenses were immaterial for the full year of

Finance costs, net

Finance costs for the year ended December 31, 2024

were mainly represented by PIPE issuance cost of $2.5 million, convertible bond and loan interest of $3.2 million and interest to Ripple

of $1.1 million for ODL prefunding purposes.

Finance costs in 2023 were mainly represented by convertible

bond interest of $1.8 million, interest on loan converted from convertible bond of $1.8 million amortization for the debt discount on

convertible bond of $0.8 million and interest to Ripple of $2.6 million for ODL prefunding purposes.

Income tax expenses

The effective tax rate of Tranglo for the year ended

December 31, 2024 and 2023 was consistent with the statutory tax rate.

Non-GAAP Financial Measures

To supplement Currenc’ consolidated financial

statements, which are prepared and presented in accordance with GAAP, it uses EBITDA, a non-GAAP financial measure as described below,

to understand and evaluate its core operating performance.

These non-GAAP financial measures, which may differ from similarly titled measures

used by other companies, are presented to enhance investors’ overall understanding of its financial performance and should not be

considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

EBITDA is defined as net loss before interest, taxes,

depreciation and amortization.

Currenc believes that EBITDA provides useful information to investors and others in understanding and evaluating

its operating results.

These non-GAAP financial measures eliminate the impact of items that Currenc does not consider indicative of the

performance of its business.

While Currenc believes that these non-GAAP financial measures are useful in evaluating its business, this

information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared

in accordance with GAAP.

The table below presents a reconciliation of EBITDA

to net loss, the most directly comparable GAAP financial measure, for the periods indicated.

For the full-year period ended

(dollars in thousands)

Income tax expenses

Interest expenses, net

Depreciation and amortization

The use of EBITDA has material limitations as an analytical

tool, as EBITDA does not include all items that impact Currenc’ net loss for the period.

EBITDA analysis

For the full-year period ended

December 31, 2024

and adjustments

(dollars in thousands)

Net income (loss)

Income tax expenses

Interest expense, net

Depreciation and amortization

For the full-year period ended December 31, 2023

and adjustments

(dollars in thousands)

Net income (loss)

Income tax expenses

Interest expense, net

Depreciation and amortization

For the full-year period ended December 31, 2023,

Currenc had an EBIT loss of $5.9 million and an EBITDA loss of $2.1 million.

For the full-year period ended December 31, 2024, the EBIT

loss increased substantially to $29.7 million and the EBITDA loss was $26.5 million for the full-year period ended December 31, 2024.

The sharp increase in EBIT and EBITDA losses in the year of 2024 was mainly due to the substantial increase in loss incurred by the headquarters.

On the subsidiary level, Tranglo’s EBITDA profit was $2.75 million, which represented a decline of 21.4% as compared to $3.50 million

for the year of 2023.

For WalletKu, the EBITDA loss was $0.7 million for the year of 2024 which was 12.5% lower than $0.8 million for

the year of 2023.

For the two subsidiaries combined, i.e.

Tranglo and WalletKu, the combined EBITDA profit was $2.05 million for the year

2024, which compared to $2.7 million EBITDA profit for the year of 2023 represented a decline of 24%.

The decline was mainly attributable

to the continual decline in revenue and profit for the global airtime transfer business of Tranglo.

As Currenc divested TNG Asia and GEA in August 2024,

going forward, its operating results will largely reflect the combined operating results of Tranglo and WalletKu.

For the year of 2024, there was a

substantial EBITDA loss of $29.8 million for the headquarters.

This was contributed by 1.) The recognition of a non-cash item of

$20.9 million expenses as the ESOS share incentive scheme for staff, which was effective upon the listing of Currenc;

recognition of a non-cash item of $1 million as shares granted to Roth for their services as the Capital Market Advisor;

impairment loss of $5.4 and $9.5 million on WalletKu and Tranglo goodwill;

4.) impairment loss on Intangible assets of $5.6 million;

An impairment loss of intercompany balance of $3.2 million;

5.) The headquarters’ expenses were partially alleviated by a

non-cash gain item of $20.5 million recognized as “Other Gain” due to the divestiture of GEA and TNG Asia.

As there is no business operation at the headquarters’

level, all expenses were mostly related to legal and professional fees, besides finance and interest expenses.

In the past, most of the

legal and professional fees were incurred due to the merging exercise with INFINT SPAC before August 2024.

This included also the extension

fees paid for the extension of INFINT SPAC before the completion of merging.

As a result, for the year 2023, the legal and professional

fees were $4.7 million.

As the merging completed in August 2024, the legal and professional fees declined substantially to $1.7 million

for the year 2024.

Going forward, there will be no more legal and professional expenses in relation to the business combination and the

management expects that the headquarters’ expenses would be lowered substantially and remain stable.

For a discussion of the limitations associated with

using EBITDA rather than GAAP measures and a reconciliation to net loss, see “— Non-GAAP Financial Measures .”

Cayman Islands

Currenc is an exempted company registered by way of

continuation in the Cayman Islands.

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income,

gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty.

There are no other taxes likely to be material to

Currenc levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or

brought within the jurisdiction of, the Cayman Islands.

In addition, the Cayman Islands does not impose withholding tax on dividend payments.

Currenc’ subsidiaries incorporated in Malaysia

are subject to Malaysian profits tax at a rate of 24.0% on the estimated assessable profit.

Payment of dividends to the shareholders of

Currenc’ subsidiaries in Malaysia are not subject to withholding tax in Malaysia.

No Malaysian profit tax has been levied as Currenc

did not have assessable profit that was earned in or derived from the Malaysian subsidiary during the periods presented.

Currenc’ subsidiaries incorporated in Indonesia

are subject to Indonesian profits tax at a rate of 22.0% on the taxable profit.

Dividends paid by its subsidiaries in Indonesia will be

subject to a withholding tax rate ranging from 0% (subject to certain requirements) to 20%.

Dividends paid or payable to foreign taxpayers

are subjected to a tax rate of 20% of cash payment (if in the form of cash dividends) or 20% of par value (if in the form of share dividends).

Taxpayers who are residents of a country that have a written agreement for double tax avoidance with Indonesia will be charged at a lower

rate if they give their original residence certificates issued by the department of taxation of the origin country.

No Indonesian profit

tax has been levied as Currenc did not have assessable profit that was earned in or derived from the Indonesian subsidiary during the

periods presented.

Going Concern

The accompanying audited 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 of December 31, 2024, the Company had cash balances

of $63.8 million, a working capital deficit of $57.9 million and net capital deficit $41.8 million.

For the year ended December 31, 2024,

the Company had a net loss of $38.8 million and net cash provided by operating activities of $3.5 million.

Net cash used in investing

activities was $0.6 million.

These conditions cast substantial doubt about the Company’s ability to continue as a going concern.

While the Company believes that it will be able to

grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals.

a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives

that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy.

In addition, on February 10, 2025, the Company entered into the ELOC Purchase Agreement with a third party.

Under the ELOC scheme, the

company will have the capacity to issue additional shares and dispose in the market for extra liquidity.

Liquidity and Capital Resources

Cash Flows and Working Capital

Currenc’ principal sources of liquidity have

been cash generated from operating activities.

As of December 31, 2024 and December 31, 2023, it had $63.9 million and $59.0 million,

respectively, in Cash and cash equivalents, Restricted cash and Escrow money receivable.

Cash and cash equivalents, Restricted cash and

Escrow money receivable include cash on hand and cash placed with banks or other financial institutions.

As of December 31, 2024 and December

31, 2023, Currenc had $0.04 million and $5.4 million, respectively, in restricted cash.

Currenc believes that its current cash and cash equivalents,

proceeds from additional equity and debt financing and its anticipated cash flows from operations will be sufficient to meet its anticipated

cash needs, including its cash needs for working capital and capital expenditures, for at least the next 12 months.

The following table sets forth a summary of Currenc’

cash flows for the periods indicated:

For the year ended

(dollars in thousands)

Net cash used in by operating activities

Net cash used in by investing activities

Net cash provided by/(used in) financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents, restricted cash and escrow money receivable at beginning of the period/year

Cash and cash equivalents, restricted cash and escrow money receivable at end of the period/year

Operating Activities

Currenc had net cash provided by/(used in) operating

activities of $3.5 million for the year ended December 31, 2024, mainly comprised of a net loss of $29.3 million, net-off by Non-cash

impairment on Goodwill and receivables from related parties of $14.9 million and $3.2 million respectively, and cash inflow from net change

in working capital of $18.9 million.

Seamless had net cash used in operating activities

of $15.3 million in the year ended December 31, 2023, mainly comprised of a net loss of $14.4 million, increase in amount due from related

companies of $5.3 million, decrease in accounts payable, accruals and other payables of $4.8 million and client money payable of $1.6

million, offset by decreases in prepayments, receivables and other assets of $2.5 million, increase in amounts due to related companies

of $3.1 million depreciation of $0.8 million, amortization of $3.1 million, amortization of bond discount of $0.8 million.

Investing Activities

Net cash used in investing activities amounted to

$0.6 million in the year ended December 31, 2024.

Net cash provided by investing activities amounted

to $1.4 million in the year ended December 31, 2023.

Financing Activities

Net cash provided by financing activities amounted

to $2 million in the year ended December 31, 2024, mainly comprised of proceeds from issuance of convertible bond of $1.75 million.

Net cash used by financing activities amounted to

$1.2 million in the year ended December 31, 2023, primarily attributable to net repayment of borrowings of $1 million.

Capital Expenditures

Currenc’ capital expenditures are incurred primarily

in connection with computer hardware and software.

Its capital expenditures were $0.6 million and $0.3 million for the year ended December

31, 2024 and 2023, respectively.

Contractual Obligations

The following table sets forth Currenc’ contractual obligations as

of December 31, 2024:

Payment Due by Period

(dollars in thousands)

Operating lease commitments (1)

Convertible note

Convertible bonds

Total contractual obligations

Total interest payments (2)

Total contractual cash obligations

Currenc leased certain office and shop premises and computer peripherals under non-cancellable operating leases expiring in 2024.

Payments under operating leases are expensed on a straight-line basis over the periods of the respective leases.

Interest payments are based on the existing borrowings and convertible bonds held by the consolidated subsidiaries.

It is assumed that no further refinancing of existing loans takes place.

Off-Balance Sheet Commitments and Arrangements

Currenc was not a party to any financial guarantees

or other commitments to guarantee the payment obligations of any third parties during 2023 and 2024.

It has not entered into any derivative

contracts that are indexed to its shares and classified as shareholder’s equity or that are not reflected in its consolidated financial

Furthermore, it does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves

as credit, liquidity or market risk support to such entity.

Currenc does not have any variable interest in any unconsolidated entity that

provides financing, liquidity, market risk or credit support to it or engages in leasing, hedging or product development services with

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are

issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as

of the specified effective date.

Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not

expected to have a material impact on the Company’s financial position or results of operations upon adoption.

In November 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standard Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after

December 15, 2024.

Early adoption is permitted.

Upon adoption, the guidance should be applied retrospectively to all prior periods presented

in the financial statements.

The Company does not expect the adoption of this guidance to have a material impact on our financial statements.

Rescission of SAB 121 and Adoption of SAB 122

On January 23, 2025, the U.S.

Securities and Exchange

Commission (SEC) issued Staff Accounting Bulletin (SAB) No.

122, which rescinds SAB No.

Under SAB 121, entities that safeguard crypto-assets

for platform users were required to recognize a corresponding liability and asset for those obligations.

SAB 122 eliminates this requirement

and must be applied retrospectively for all periods presented.

The guidance is effective for annual reporting periods

beginning after December 15, 2024, with early adoption permitted in any interim or annual financial statement period filed with the SEC

on or after January 30, 2025.

The Company has elected not to early adopt the guidance.

Internal Control Over Financial Reporting

Prior to the Business Combination, Seamless was a

private company with limited accounting personnel and other resources with which to address its internal control and procedures over financial

As a company with less than $1.235 billion in revenue for its last fiscal year, Currenc qualifies as an “emerging growth

company” pursuant to the JOBS Act.

An emerging growth company may take advantage of specified reduced reporting and other requirements

that are otherwise applicable generally to public companies.

These provisions include exemption from the auditor attestation requirement

under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial

Critical Accounting Policies and Estimates

Currenc prepares its consolidated financial statements

in accordance with U.S.

In doing so, it has to make estimates and assumptions that affect its reported amounts of assets, liabilities,

revenue and expenses, as well as related disclosure of contingent assets and liabilities.

To the extent that there are material differences

between these estimates and actual results, Currenc’ financial condition or operating results and margins would be affected.

bases its estimates on past experience and other assumptions that it believes are reasonable under the circumstances, and it evaluates

these estimates on an ongoing basis.

The following is a discussion of the accounting policies we apply that are considered to involve

a higher degree of judgment in their application.

Revenue Recognition

The Company complies with ASC 606, Revenue from

Contracts with Customers .

Revenue from contracts with customers is measured

based on the consideration specified in a contract with a customer in exchange for transferring goods or services to a customer net of

sales and service tax, returns, rebates and discounts.

The Company recognizes revenue when (or as) it transfers control over a product

or service to its customer.

An asset is transferred when (or as) the customer obtains control of the asset.

Depending on the substance

of the contract, revenue is recognized when the performance obligation is satisfied, which may be at a point in time or over time.

Contract assets represent the Company’s right

to consideration for performance obligations that have been fulfilled but for which the customer has not been billed as of the balance

Remittance services revenue

Revenue from contracts with customers on service charges

and gain/loss on foreign exchange arising from remittance activities are recognized upon the processing and execution of the international

money transfer transactions.

Remittance services are further divided into Fiat Currency Prefunded Remittance Service and XRP Prefunded

Remittance Service.

Management has considered these two services to be two product lines.

The customers of the remittance services are financial

institutions (referred to as “Remittance Partners”).

Remittance Partners who use the fiat currency prefunding option for their

remittance business with the Company are referred to as Fiat Currency Prefunded Remittance Partners, whereas customers who choose the

XRP Prefunding mode are referred to as XRP Prefunded Remittance Partners.

Fiat Currency Prefunded Remittance Service

The Company earns revenue by charging their customers

a Fiat Currency Prefunded Remittance Fee when they use the Company’s platform to transfer money to a beneficiary in another country.

These Fiat Currency Prefunded Remittance Fees are fixed and specific for every country’s currency and are charged at the point-in-time

of executing this performance obligation.

Prior to delivering cash to the customer’s beneficiary, the customer must directly provide

the Company with prefunding (i.e., the cash to be remitted to the beneficiary).

This is the traditional prefunding process, which the

Company describes as Fiat Currency Prefunded Remittance Service.

XRP Prefunded Remittance Service

Unlike the Fiat Currency Prefunded Remittance Service,

the customer obtains prefunding through Ripple Solution offered by Ripple Lab Inc.

(see Note 9 in the Company’s consolidated financial

statements) with the XRP Prefunded Remittance Service.

Ripple supplies the customer with the XRP equivalent of the requested prefunding.

The Company subsequently liquidates this XRP on Ripple’s behalf, and the fiat currency obtained as a result of the liquidation process

is transferred to the customer’s beneficiary.

Customers who prefund their remittance service with XRP must enter into an agreement

with Ripple and undergo stringent credit checks in order to get XRP prefunding and use Ripple’s platform.

The Company charges their

customers an XRP Prefunded Remittance Service Fee when the money is transferred to the customer’s beneficiary.

For both the XRP Prefunded and Fiat Currency Prefunded

Remittance Services, the Company has no obligations to the customer in terms of guarantees, warranties or other similar obligations.

are also no significant payment terms involved as the Company obtains their fees shortly after charging their customers.

Sales WalletKu Modern Channel

Revenue from the sale of goods is recognized at the

point in time when the Company satisfies its performance obligation, which is upon delivery of the goods to customer.

The credit terms

are typically 3-7 days.

Sales of airtime

Revenue from airtime sold is recognized when the relevant

international airtime transfer or reload request is processed and executed.

Other services

Revenue from contracts with customers on other services

is recognized as and when services are rendered.

Goodwill Impairment

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.

impaired when the carrying value of the reporting units exceeds its fair value.

The Company first assesses qualitative factors to determine

whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying

Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying

amount, the quantitative impairment test is performed.

The Company estimates the fair value of the reporting

unit using a discounted cash flow approach.

Significant management judgment and estimation are involved in forecasting the amount and

timing of expected future cash flows and the underlying assumptions used in the discounted cash flow approach to determine the fair value

of the reporting unit.

During the year ended December 31,

2024, the Company performed the annual assessment, determined that the goodwill associated with the Indonesian airtime and Tranglo

remittance business was impaired, and recorded impairment charges of $14.9 million.

Emerging Growth Company and Smaller Reporting Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and

proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder

approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Additionally, we are a “smaller reporting company” as defined

in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including,

among other things, providing only two years of audited consolidated financial statements.

Shares Subject to Possible Redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing

7 unchanged sentences

The Company’s

Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control

and subject to the occurrence of uncertain future events.

Accordingly, at December 31, 2023, the Class A ordinary shares subject to possible

redemption in the amount of $83,523,112 are presented as temporary equity, outside of the shareholders’ equity section of the

Company’s balance sheet.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in ASC 480 and ASC 815.

The assessment considers whether the warrants are freestanding

financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all

the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common

stock, among other conditions for equity classification.

This assessment, which requires the use of professional judgement, is conducted

at the time of warrant issuance and is re-evaluated as of each subsequent quarterly period end date while the warrants are outstanding.

The Company concluded that the warrants should be classified as equity.

loss per ordinary share

Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is

computed by dividing net loss by the weighted average number of ordinary share outstanding during the period, excluding ordinary share

subject to forfeiture.

At December 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially,

be exercised or converted into ordinary share and then share in the earnings of the Company.

As a result, diluted loss per share is the

same as basic loss per share for the periods presented.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on our financial statements.

Ordinary Shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and

subject to the occurrence of uncertain future events.

Accordingly, at December 31, 2023, the Ordinary Shares subject to possible

redemption in the amount of $83,523,112 are presented as temporary equity, outside of the shareholders’ equity section

of the Company’s balance sheets, respectively.

Quantitative and Qualitative Disclosures About Market Risk

required for smaller reporting companies.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

information appears following Item 16 of this Annual Report and is included herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

We are a smaller reporting company, as defined in Rule 12b-2 under

the Exchange Act, for this reporting period and are not required to provide the information required under this item.

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 7. Management’s Discussion and Analysis