Currenc Group Inc. 10-K

Item 9A. Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report. To address this material weakness, management has devoted, and plans to continue to devote significant effort and resources to the remediation and improvement of its internal control over financial reporting and to provide processes and controls over the internal communication with the Company and the financial advisors. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting instruments that apply to our financial statements. We plan to include providing enhanced access to accounting literature, research materials and documents with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Other than this issue, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information requirement to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. 84 Management’s Report on Internal Controls over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting on December 31, 2024. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2024, due to the material weakness in our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. Management intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business and to identify third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in the financial close process. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal controls over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 85 PART III Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers The following table sets forth, as of April 13, 2025, the name, age and position of each of our executive officers and directors. Name Age Position Alexander King Ong Kong 54 Executive Chairman of the Board and Director Ronnie Ka Wah Hui 61 Chief Executive Officer Eng Ho Ng 71 Director Kevin Chen 46 Director Eric Weinstein 70 Director Background of Directors and Executive Officers Executive Officers Alexander King Ong KONG has served as the Executive Chairman and Director of Currenc since the Business Combination and previously served as the Executive Chairman and Director Seamless Group Inc. since January 2022. He was the founder and Chief Executive Officer of Seamless Group Inc. and has been a member of the Board since 2014. He is also the Chief Executive Officer of TNG (Asia) Limited, a company that offered fintech services from eWallet to cross-border money transfer. Mr. Kong is a serial entrepreneur with extensive experience in technology, e-Commerce, payment gateway and business solutions. He has a long track record of enterprise software development for some of the well-known conglomerates and insurance companies, (such as Manulife, AIA, FDW and ING) through his software company, SINO Dynamic Solutions Limited. Mr. Kong launched TNG (The Next Generation) Wallet in November 2015. TNG Wallet specialized in serving the unbanked and foreign domestic helpers by providing financial services that include electronic payment, P2P money transfer, real-time global remittance, global cash withdrawal, global bill payment, and global SIM card top-up. Over the years, the awards and accolades won by Mr. Kong and his companies include The InnoStars Award 2021, 2017 Deloitte Rising Star Hong Kong and 2017 Deloitte China Rising Star. Mr. Kong has a Bachelor of Science degree in Travel Industry Management from the University of Hawaii. He was also a member of the Financial Services Advisory Committee of Hong Kong Trade Development Council from May 2019 to March 2023. Ronnie Ka Wah HUI has served as the Chief Executive Officer of Currenc since the Business Combination and previously served as Chief Executive Officer of Seamless Group Inc. since January 2022 and as the Group Financial Advisor since February 2020. Dr. Hui graduated from The University of Hong Kong with a Bachelor of Medicine and Bachelor of Surgery. He is a member of the Royal College of Physicians of the United Kingdom, a fellow member of the Hong Kong Academy of Medicine (Paediatrics) and a fellow member of the Hong Kong College of Peadiatricians. Dr. Hui has been practicing as a Specialist in Paediatrics in Hong Kong since 1987. Dr. Hui has been granted the CFA (Chartered Financial Analyst) Charterholder since 2004, and also obtained the degree of Master of Business Administration in 2007. Dr. Hui has extensive corporate executive and financial management experience in publicly listed corporations. He had served as a senior executive in Town Health International Investment Limited, Core Healthcare Investment Holdings Limited, Hanergy Thin Film Power Group Limited and Convoy Global Holdings Limited. In 2014, Dr Hui was recruited to join Town Health International Medical Group Limited, which is a Hong Kong listed healthcare conglomerate, as the Chief Executive Officer of the Group, from 2014 until 2020. Dr. Hui had also served as the independent director in several other Hong Kong listed companies, including CASH Financial Services Group, e2 Capital Group, Pricerite Group, Core Communication Group, Suncorp International Group and Winbox International Holdings Group. Dr. Hui was granted the Justice of the Peace by the Hong Kong SAR Government in 2007. 86 Directors Eng Ho NG has served as a Director of Currenc since the Business Combination and previously served as a Director of Seamless Group Inc. since December 2018 and is currently the non-executive Chairman of ZWEEC Analytics Pte Ltd, a Singapore-based private company, specializing in computer vision technology solutions for the safeguarding of national water resources. He is also an Independent Director of FingerMotion Inc., a NASDAQ company involved in mobile payment and recharge platform solutions in China, and Almazing Pte Ltd, a Singapore-based retail analytics company. Mr. Ng has been an independent non-executive director of Seamless Group Inc. since December 2018 and TNG (Asia) Limited since September 2017. He had also served as independent director of a number of public listed companies in Singapore (Mencast Holdings Ltd, 2008 to 2013, and China Taisan Technology Group Holdings Ltd, 2017 to 2018) and on NASDAQ (Alvarion Inc., 2009 to 2012). Prior to this, Mr. Ng was the Executive Vice President (Operations) at Singapore Technologies Telemedia Pte Ltd, a wholly owned subsidiary of Temasek Holdings for five years. Mr. Ng also was the Managing Director of Keppel Telecommunications & Transportation Ltd (Keppel T&T), a company listed in the Singapore Exchange Ltd and a member of the Keppel group of companies. Mr. Ng had served as a career officer in the Singapore Armed Forces (SAF). He joined the SAF in 1973 and was sent on a scholarship to the United Kingdom to be trained as an officer, initially, at the Royal Military Academy, Sandhurst and subsequently, to the Royal Military College of Science, Shrivenham, where he graduated in 1977 with a Bachelor of Science (Hons) degree in Telecommunications System Engineering. Mr. Ng held the position of the Chief Signal Officer, prior to his departure in September 1990 to pursue a new career in the private sector. Kevin Chen has served as a Director of Currenc since the Business Combination and previously served as a member of the Board of Directors and a founder of the Sponsor since November 2021. Mr. Chen has served as a Chairman and Chief Executive Officer of Edoc Acquisition Corporation (NASDAQ: ADOC), a SPAC focused on businesses in the North American and Asian-Pacific healthcare and healthcare provider sectors, since August of 2020 until its de-SPAC with Australian Oil Seeds Holdings Limited, an edible oil company, on March 2024 and has served as a director of Australian Oilseeds Holdings Limited since March 2024. Mr. Chen also has since February of 2019 served as a member of the board of directors of Horizon Global Access Fund, a segregate, Cayman Islands-based, portfolio of Flagship Healthcare Properties Fund, which is a leading U.S. Healthcare REIT. Mr. Chen has also acted as Chief Investment Officer and Chief Economist of Horizon Financial, a New York-based investment management firm that offers cross-border solutions for global clients, with a specialty in investment in U.S. healthcare facilities, since January of 2018. He is responsible for advising clients investing in healthcare facilities in the United States. In addition, Mr. Chen currently serves as a Manager of ACM Macro LLC, a registered investment advisor and affiliated entity of Horizon Financial Advisors LLC. He took this position in June 2017. From 2013 to 2017, Mr. Chen managed portfolios at several investment firms that were not registered with FINRA. From January of 2017 to June 2017, Mr. Chen acted as Chief Strategist at Hywin Capital Management, LLC. Mr. Chen was the Chief Investment Officer at Three Mountain Capital Management LP from August of 2013 until January of 2017. He has extensive experience with and has cultivated a broad network in investment management, particularly in the context of healthcare facilities. In his extensive business experience, Mr. Chen held essential positions such as co-founder and vice-chairman of the Absolute Return Investment Management Association of China, director of asset allocation at Morgan Stanley from August 2004 to August 2008, and manager at China Development Bank from September 1998 to August 2000. Mr. Chen has been a guest speaker at Harvard University, Fordham University, Pace University, and IESE Business School. He is a former member of the Adjunct Advisory Committee and former Interim Head of the Private Sector Concentration program of Master of Science in Global Affairs, New York University, and has been an adjunct professor in the Center for Global Affairs there since 2012. He received his PhD in Finance from the Financial Asset Management Engineering Center at University of Lausanne, Switzerland, an MBA in Finance from the Center for Economic Research, Tilburg University in the Netherlands, and a B.A. in Economics from the Renmin University of China in Beijing, China. 87 Eric Weinstein has served as a Director of Currenc since the Business Combination and previously served as the Chairman of the Board of INFINT from November 2021 until the Business Combination. Mr. Weinstein served as a Managing Director of JonesTrading from July 2022 until January 2023. Prior to that, Mr. Weinstein served as an Investment Manager at Eastmore Group since February 2018 where his responsibilities as a managing director included screening and overseeing investments. He has previously served as a Managing Director at Neuberger Berman from May 2009 to January 2018 where he was also the Chairman of Hedge Fund Solutions and a member of the Investment Risk Committee and Alternatives Investment Committee. Mr. Weinstein has over 30 years of experience at global financial services firms that include Neuberger Berman, Lehman Brothers Holdings Inc., Swiss Bank Corporation, and Morgan Stanley. At Lehman Brothers, Mr. Weinstein acted as a Chief Investment Officer of Lehman Brothers Alternative Investment Management and oversaw a pool of capital that exceeded $5 billion U.S. dollars. He has served as the co-manager of a private equity investment start-up which was focused on providing seed capital to start up investment firms. He has also served as a director to a number of investment funds. Mr. Weinstein has global experience managing investments and servicing clients in North America, South America, Europe, Asia, and Oceania. Mr. Weinstein received his MBA from the Wharton School at the University of Pennsylvania and a Bachelor of Arts in economics from Brandeis University. All of Currenc’s executive officers and present directors reside outside the United States. Alexander King Ong Kong, the Chairman, and Ronnie Ka Wah Hui, the Chief Executive Officer, are located in Hong Kong. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon those directors and officers located outside the United States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors under United States securities laws. In particular, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other countries and regions. Therefore, recognition and enforcement in the PRC or Hong Kong of judgement of United States courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible. In addition, it is uncertain whether such Hong Kong or PRC courts would entertain original actions brought in the courts of the Hong Kong or the PRC, against us or such persons predicated upon the securities laws of the United States or any state. Some of our assets are located in Southeast Asia and all of our executive officers and present directors reside outside the United States. In addition, post-Divestiture, based on the year ended December 31, 2024 operating results, the percentage of revenue generated in Hong Kong and the PRC represented approximately 6% of Currenc’s total revenue. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or executive officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and executive officers under federal securities laws. After the completion of the Business Combination, the Chairman and CEO of Currenc will still be residing in Hong Kong. There is uncertainty as to whether the courts of the Hong Kong or the PRC, respectively, would recognize or enforce judgments of U.S. courts against us or such directors predicated upon the civil liability provisions of the securities laws of the United States or any state. In addition, it is uncertain whether such Hong Kong or PRC courts would entertain original actions brought in the courts of the Hong Kong or the PRC, against us or such persons predicated upon the securities laws of the United States or any state. Other senior staff like the CFO of Currenc and the whole management team of Tranglo and WalletKu reside outside the United States. Management has been advised that Indonesia, Malaysia and many of the other jurisdictions where we operate do not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect between the United States and some Southeast Asian jurisdictions, such as Indonesia, the Philippines and Malaysia, would permit effective enforcement of criminal penalties under the federal securities laws. Board Composition Our business and affairs are organized under the direction of our Board. The Board consists of four members. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling, and direction to our management. The Board will meet on a regular basis and additionally as required. In accordance with our Articles, our Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The directors are assigned to the following classes: ● Class I consists of Eric Weinstein, whose term will expire at our 2025 annual meeting of shareholders; 88 ● Class II consists of Eng Ho Ng, whose term will expire at our 2026 annual meeting of shareholders; and ● Class III consists of Alexander King Ong Kong and Kevin Chen, whose term will expire at our 2027 annual meeting of shareholders. At each annual meeting of shareholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of our Board may have the effect of delaying or preventing changes in our control or management. Director Independence As a result of our Ordinary Shares being listed on the Nasdaq, we adhere to the listing rules of the Nasdaq in affirmatively determining whether a director is independent. Our Board has consulted, and will consult, with its counsel to ensure that the board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The Nasdaq listing standards generally define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Each of the directors other than Alexander King Ong Kong and Kevin Chen qualify as independent directors as defined under the listing rules of the Nasdaq, and our board consists of a majority of independent directors, as defined under the rules of the SEC and Nasdaq Listing Rules relating to director independence requirements. In addition, we are subject to the rules of the SEC and Nasdaq relating to the membership, qualifications, and operations of the audit committee, the compensation committee, and the nominating and corporate governance committee, as discussed below. Board Oversight of Risk Our President and Chief Executive Officer and other executive officers will regularly report to the non-executive directors and the audit, the compensation and the nominating and corporate governance committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. One of the key functions of our Board will be informed oversight of its risk management process. The Board does not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, our Board will be responsible for monitoring and assessing strategic risk exposure and our audit committee will have the responsibility to consider and discuss the combined company’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee will also monitor compliance with legal and regulatory requirements. Our compensation committee will also assess and monitor whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements. Board Committees Our Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee. Our Board has adopted a written charter for each of these committees, which complies with the applicable requirements of current Nasdaq Listing Rules. Copies of the charters for each committee are available on the investor relations portion of Currenc’s website. The composition and function of each committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC rules and regulations. Audit Committee Eng Ho Ng (Chair) and Eric Weinstein are members of the audit committee. Our Board has determined that each of the members of the audit committee will be an “independent director” as defined by, and meet the other requirements of the Nasdaq Listing Rules applicable to members of an audit committee and Rule 10A-3(b)(i) under the Exchange Act, including that each member of the audit committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination, the Board examined each audit committee member’s scope of experience and the nature of their prior and current employment. The audit committee will meet on at least a quarterly basis. Both the combined company’s independent registered public accounting firm and management intend to periodically meet privately with our audit committee. 89 The primary purpose of the audit committee is to discharge the responsibilities of the Board with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include: ● selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; ● helping to ensure the independence and performance of the independent registered public accounting firm; ● discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; ● developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; ● reviewing policies on risk assessment and risk management; ● reviewing related party transactions; ● obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and ● approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm. Audit Committee Financial Expert Our Board has determined that each member of the audit committee qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the Nasdaq Listing Rules. In making this determination, our Board considered each members’ formal education, training, and previous experience in financial roles. Compensation Committee Eng Ho Ng (Chair) and Eric Weinstein are members of the compensation committee. Our Board has determined that each of the members is an “independent director” as defined by the Nasdaq Listing Rules applicable to members of a compensation committee. The Board has determined that each of the members of the compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and satisfy the independence requirements of the Nasdaq. The compensation committee will meet from time to time to consider matters for which approval by the committee is desirable or is required by law. Specific responsibilities of our compensation committee include: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; 90 ● reviewing and approving the compensation of our other executive officers; ● reviewing and recommending our Board the compensation of our directors; ● reviewing our executive compensation policies and plans; ● reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate; ● administering our incentive compensation equity-based incentive plans; ● selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● if required, producing a report on executive compensation to be included in our annual proxy statement; ● reviewing and establishing general policies relating to compensation and benefits of our employees; and ● reviewing our overall compensation philosophy. Nominating and Corporate Governance Committee Eng Ho Ng (Chair) and Eric Weinstein are members of the nominating and corporate governance committee. The Board determined that each of the members will be an “independent director” as defined by the Nasdaq Listing Rules applicable to members of a nominating committee. The nominating and corporate governance committee will meet from time to time to consider matters for which approval by the committee is desirable or is required by law. Specific responsibilities of our nominating and corporate governance committee include: ● identifying, evaluating and selecting, or recommending that our Board approve, nominees for election to our Board; ● evaluating the performance of our Board and of individual directors; ● reviewing developments in corporate governance practices; ● evaluating the adequacy of our corporate governance practices and reporting; ● reviewing management succession plans; and ● developing and making recommendations to our Board regarding corporate governance guidelines and matters. 91 Code of Ethics We expect to adopt a code of ethics that applies to all of our directors, officers and employees. A copy of our code of ethics will be available on our website. We also intend to disclose future amendments to, or waivers of, its code of ethics, as and to the extent required by SEC regulations, on its website. Compensation Committee Interlocks and Insider Participation None of the members of the compensation committee was at any time one of Currenc’s officers or employees. None of Currenc’s executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that will serve as a member of our Board or compensation committee. Shareholder and Interested Party Communications Stockholders and interested parties may communicate with our Board, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson in care of Currenc Group Inc., 410 North Bridge Road, SPACES City Hall, Singapore. Each communication will be forwarded, depending on the subject matter, to the Board, the appropriate committee chairperson or all non-management directors. Limitations of Liability and Indemnification of Directors and Officers Our Articles contain provisions that limit the personal liability of our directors and officers to Currenc for loss or damages incurred by Currenc as a result of the carrying out of their functions, unless that liability arises through the actual fraud or willful default of such person. Pursuant to the Articles, no person shall be found to have committed actual fraud or willful default unless or until a court of competent jurisdiction shall have made a finding to that effect. Consequently, Currenc’s directors and officers will not be personally liable to Currenc for loss or damages incurred by Currenc as a result of the carrying out of their functions, unless a court of competent jurisdiction shall have made a finding to effect that liability has arisen through the actual fraud or willful default of such person. In addition, Articles contain indemnification provisions entitling Currenc’s directors and officers to indemnification out of the assets of Currenc against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or willful default. We have purchased and intend to maintain director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to the company, including matters arising under the Securities Act. There is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be required or permitted. We are not aware of any threatened litigation or proceedings that may result in a claim for such indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling the combined company, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934 requires our directors, certain officers and any beneficial owners of more than 10% of our common stock to file reports relating to their ownership and changes in ownership of our ordinary shares with the SEC by certain deadlines. Based on a review of Section 16 filings with respect to our Company made during or with respect to the preceding year, we are not aware of any late Section 16(a) filings. Insider Trading Policy We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, agents, and representatives that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K. 92 Item 11. Executive Compensation References to the “Company,” “Currenc,” “our,” “us” or “we” in the following section refer to Seamless Group Inc. prior to the Business Combination and to Currenc Group Inc. after giving effect to the Business Combination. Executive Compensation We are currently considered an “emerging growth Company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table, as well as limited narrative disclosures regarding executive compensation for our last two completed fiscal years and an Outstanding Equity Awards at Fiscal Year End Table for our last completed fiscal year. These reporting obligations extend only to the following “named executive officers,” who are the individuals who served as our principal executive officer and the next two most highly compensated executive officers at the end of the fiscal year 2023. This section discusses material components of the executive compensation programs for the Company’s executive officers who area named in the “ Summary Compensation Table ” below. In 2024, Seamless’ “named executive officers” and their positions were as follows: ● Alexander King Ong Kong, Chairman and former Chief Executive Officer; ● Ronnie Ka Wah Hui, Chief Executive Officer and interim Chief Financial Officer This discussion may contain forward-looking statements that are based on the Company’s current plans, considerations, expectations, and determinations regarding future compensation programs. INFINT Director and Executive Officer Compensation Prior to the Business Combination, none of INFINT’s directors or officers received any compensation for services rendered to INFINT. No compensation of any kind, including finder’s and consulting fees, were paid to the Sponsor, INFINT’s existing directors, officers or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. INFINT did not grant any share options, share appreciation rights, or any other equity or equity-based awards under long-term incentive plans to any of its directors or officers. Summary Compensation Table The following table contains information pertaining to the compensation of Currenc’s named executives for the years ending December 31, 2024 and 2023. Salary Contract Income RSUs Stock Options Bonus All Other Compensation Total Name and Principal Position Year ($) ($) ($) ($) ($) ($) ($) Alexander King Ong Kong, Chairman and former CEO 2024 $ 292,930 - - - - - $ 292,930 2023 $ 390,573 - - - - - $ 390,573 Ronnie Ka Wah Hui, CEO and former CFO 2024 $ 41,274 $ 41,274 - - - - $ 41,274 2023 $ 61,146 $ 61,146 - - - - $ 122,292 Hagay Ravid former CFO 2024 $ 260,461 $ 260,461 - - - - $ 260,461 2023 $ 141,250 $ 141,250 - - - - $ 141,250 (1) Under the prior 2018 Equity Incentive Plan, in January 2021, Mr. Kong was granted 100,436.18 RSUs, and Mr. Hui was granted 79,366.65 RSUs. The 2018 Equity Incentive Plan was terminated and replaced by the Seamless Incentive Plan. All previously awarded RSUs and options described above have been voided and replaced by new RSUs granted to relevant participants under the Seamless Incentive Plan. Under the Seamless Incentive Plan, in August 2022, Mr. Kong was granted 1,009,491 New Seamless Restricted Shares, and Mr. Hui was granted 432,632 New Seamless Restricted Shares. These Restricted Shares will vest over a two-year period after the consummation of the Business Combination. Specifically, one third of these Restricted Shares vested upon the consummation of the Business Combination, one third will vest on the first anniversary year of the Business Combination, and one third will vest on the second anniversary year of the Business Combination. These newly awarded shares have already replaced and covered the employees’ interests under the prior 2018 Equity Incentive Plan. 93 Narrative to the Summary Compensation Table Currenc Employment Agreements Currenc plans to enter into employment agreements with Ronnie Ka Wah Hui (Chief Executive Officer) and Alexander King Ong Kong (Chairman), and Seamless has an existing employment agreement with Hagay Ravid (Chief Financial Officer), (each an “Employment Agreement, and collectively, the “Employment Agreements”). On December 27, 2024, Haggai Ravid notified us of his resignation as the Company’s Chief Financial Officer, effective December 31, 2024, Mr. Ravid’s resignation did not result from a disagreement with the Company or the board of directors with respect to accounting. In connection with Mr. Ravid’s resignation, the Company and Mr. Ravid entered into a Cooperation Agreement, dated December 27, 2024 (the “Cooperation Agreement”). Pursuant to the terms of the Cooperation Agreement, the Company will (i) provide to Mr. Ravid a lump sum payment representing Mr. Ravid’s final salary for the period worked through December 31, 2024 and (ii) grant 22,222 ordinary shares of the Company, par value $0.0001 per share, in lieu of any other payments or vesting of restricted ordinary shares pursuant to Mr. Ravid’s Employment Agreement with the Company. Mr. Ravid also agreed to waive reimbursement for outstanding business-related expenses in the amount of $20,000. The Company’s CEO, Mr. Ronnie Ka Wah Hui, will serve as the Company’s Chief Financial Officer on an interim basis until the Company has found a replacement for Mr. Ravid. The Employment Agreements are expected to provide for a base salary of $300,000 for each of Mr. Hui and Mr. Kong, and any possible annual performance bonuses and equity grants under the Incentive Plan are to be determined by Currenc’s compensation committee. Executive Employment Agreements of New Seamless 94 Alexander King Ong Kong Mr. Kong entered into an employment agreement on June 1, 2018 to serve TNG (Asia) Limited, a former wholly owned subsidiary of Seamless (“ TNG Asia ”), as Chief Executive Officer. The employment agreement provided Mr. Kong with a monthly salary of HK$200,000. Mr. Kong’s monthly salary was increased to HK$220,000 effective April 2019, to HK$236,900 effective January 1, 2021, and to HDK255,500 effective January 1, 2023, pursuant to that certain salary adjustment letter dated March 1, 2023. TNG Asia has been divested (as described below). Quantification of Potential Payments and Benefits to the Executive Officer of Seamless in Connection with the Business Combination The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for the chief executive officer and other executives of Seamless that is based on, or otherwise relates to, the transactions contemplated by the Business Combination, which is referred to as the purchase-related compensation. Pension/ Perquisites/ Tax Cash Equity NQDC Benefits Reimbursements Other Total Name ($) ($) ($) ($) ($) ($) (1) ($) Alexander King Ong Kong $ 300,000 - - - - - - (1) In connection with the Business Combination, no outstanding Seamless options or warrants (whether vested or unvested) were assumed, continued or replaced by the Surviving Company. Ronnie Ka Wah Hui Mr. Hui entered into a service agreement with TNG FinTech Group (HK), now known as Dynamic FinTech Group (HK) Limited and a former wholly owned subsidiary of Seamless (“ TNG FinTech ”), on February 26, 2020 to serve as a Group Financial Advisor to the company. The service agreement provided Mr. Hui with a monthly fee of HK$40,000, with the potential for such fee to be adjusted to HK$120,000 upon the successful completion of a pre-IPO round of fund raising of a certain amount, and a total of US$1,000,000 worth of share options at the company’s valuation of US$800 million that would vest over three years upon a successful IPO of the company, as more fully described in the service agreement. Mr. Hui became a full-time employee of TNG Asia on November 1, 2020 pursuant to an employment agreement and ended on August 30, 2024. The employment agreement provided for a monthly base salary of HK$40,000. TNG FinTech and, again, TNG Asia have been divested. Quantification of Potential Payments and Benefits to the Executive Officer of Seamless in Connection with the Business Combination The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for the chief executive officer and other executives of Seamless that is based on, or otherwise relates to, the transactions contemplated by the Business Combination, which is referred to as the purchase-related compensation. Pension/ Perquisites/ Tax Cash Equity NQDC Benefits Reimbursements Other Total Name ($) ($) ($) ($) ($) ($) (1) ($) Ronnie Ka Wah Hui $ 300,000 - - - - - - (1) In connection with the Business Combination, no outstanding Seamless options or warrants (whether vested or unvested) were assumed, continued or replaced by the Surviving Company. 95 Hagay Ravid ( former CFO) Mr. Ravid entered into an employment agreement with Seamless on 25 October, 2022, with effective date on 15 November, 2022 to serve as Chief Financial Officer to the company. The employment agreement provided Mr. Ravid with an annual salary of $200,000 with a one-time relocation expense of $20,000, and 200,000 restricted ordinary shares of the Company that would vest in equal monthly installments over a three-year period beginning on his date of hire. Quantification of Potential Payments and Benefits to the Executive Officer of Seamless in Connection with the Business Combination The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for the chief executive officer and other executives of Seamless that is based on, or otherwise relates to, the transactions contemplated by the Business Combination, which is referred to as the purchase-related compensation. Pension/ Perquisites/ Tax Cash Equity NQDC Benefits Reimbursements Other Total Name ($) ($) ($) ($) ($) ($) (1) ($) Hagay Ravid $ 200,000 - - - - - - (1) In connection with the Business Combination, no outstanding Seamless options or warrants (whether vested or unvested) were assumed, continued or replaced by the Surviving Company. Non-Competition Agreements Mr. Kong is subject to non-competition and non-solicitation restrictions during his employment with TNG Asia and for a period of 12 months following termination of employment. Mr. Hui is subject to non-competition and non-solicitation restrictions during his employment with TNG Asia and for a period of 3 months following termination of employment. Mr. Ravid is subject to non-competition and non-solicitation restrictions during his employment with TNG Asia and for a period of 3 months following termination of employment. Benefits and Perquisites Seamless, through its subsidiaries, provided benefits to its named executive officers on the same basis as provided to all of its employees, including insurance and leave. Seamless did not offer any executive-specific benefit or perquisite programs. Outstanding Equity Awards The following table sets forth information regarding equity awards held by the named executive officers as of December 31, 2024. The applicable vesting provisions are described in the footnote following the table. Stock Awards Name (a) Number of Shares or Units of Stock That Have Not Vested (#) (g) Market Value of Shares or Units of Stock That Have Not Vested ($) (h) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)(1) Alexander King Ong Kong(1) - - 672,994 1,561,346 Ronnie Ka Wah Hui(2) - - 288,421 669,136 Hagay Ravid - - - - Eng Ho Ng(3) - - - - Kevin Chen - - - - Eric Weinstein(4) - - - - 96 Under the Seamless Incentive Plan, a total of 3,964,324 New Seamless shares have been reserved for awards to employees and to service providers to the Company. (1) Pursuant to the Seamless Incentive Plan, Mr. Kong has been granted 1,009,491 New Seamless Restricted Shares. 336,497 New Seamless shares that were vested to Mr. Kong pursuant to Seamless Incentive Plan upon consummation of the Business Combination, and the remaining 672,994 New Seamless Shares to be vested on the 2 nd an 3 rd anniversary of the consummation of the Business Combination. These Restricted Shares will vest over a two-year period after the consummation of the Business Combination. Specifically, one third of these Restricted Shares vested upon the consummation of the Business Combination, one third will vest on the first anniversary year of the Business Combination, and one third will vest on the second anniversary year of the Business Combination. On March 19, 2025, the closing price of our Ordinary Shares was $1.81. (2) Mr. Hui has been granted an aggregate of 432,632 New Seamless shares. 144,211 New Seamless shares that were vested to Mr. Hui pursuant to Seamless Incentive Plan upon the consummation of the Business Combination and the remaining 288,421 New Seamless shares to be vested on the 2 nd an 3 rd anniversary of the consummation of the Business Combination. These Restricted Shares will vest over a two-year period after the consummation of the Business Combination. Specifically, one third of these Restricted Shares vested upon the consummation of the Business Combination, one third will vest on the first anniversary year of the Business Combination, and one third will vest on the second anniversary year of the Business Combination. (3) Mr. NG Eng Ho, an independent director of Seamless and member of the New Seamless Board, has been granted 10,383 New Seamless Restricted Shares under the Seamless Incentive Plan. These shares vested in full upon the consummation of the Business Combination. (4) Mr. Eric Weinstein, member of the New Seamless Board has been awarded 60,000 New Seamless Restricted Shares by INFINT Acquisition Corporation (“INFINT”) in connection with his appointment as Chair of INFINT’s Board of Directors. These shares vested in full upon the consummation of the Business Combination. Director Compensation The following table shows information regarding the compensation earned during the years ended December 31, 2024, and 2023 by the members of our board of directors. DIRECTOR COMPENSATION TABLE Executive Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) (1) Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Alexander King Ong Kong 2024 $ 100,820 - - - - - - $ 100,820 2023 $ 0 - - - - - - $ 0 Eric Weinstein 2024 $ 0 - 50,410 - - - - $ 50,410 2023 $ 0 - - - - - - $ 0 NG Eng Ho 2024 $ 25,205 - 25,205 - - - - $ 50,410 2023 $ 0 - - - - - - $ 0 Kevin Chen 2024 $ 16,803 - 33,607 - - - - $ 50,410 2023 $ 0 - - - - - - $ 0 Summary of the Equity Incentive Plan Purpose of the Incentive Plan The purpose of the Incentive Plan is to help Currenc to secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of Currenc and its subsidiaries and affiliates and to provide means by which the eligible recipients may benefit from increases in value of Currenc Ordinary Shares. Each director of Currenc (up to five) and approximately 30 employees and consultants of Currenc and its subsidiaries and affiliates are eligible to participate in the Incentive Plan. Shares Available for Awards The total number of Ordinary Shares reserved for issuance under the Incentive Plan is 4,636,091 Ordinary Shares (the “Initial Share Pool”). The maximum number of Ordinary Shares of Currenc that may be issued under the Incentive Plan as a result of the exercise of Incentive Stock Options will be equal to the Initial Share Pool, and, during any fiscal year of the Company, the sum of the value (determined as of the date of grant) of all Awards that may be granted to a non-employee director during such fiscal year may not exceed $500,000 in the aggregate. 97 If shares covered by an award are not purchased or are forfeited or expire, or otherwise terminate without delivery of any shares subject thereto, then such shares will, to the extent of any such forfeiture, termination, cash-settlement or expiration, be available for future grant under the Incentive Plan. If any options or share appreciation rights terminate or expire without being fully exercised or are canceled, forfeited or cash-settled, the shares for which the option or share appreciation right was not exercised may be available for future grants under the Incentive Plan; provided, that to the extent any shares subject to an option or stock-settled stock appreciation right are withheld for payment of the purchase or exercise price or for payment of taxes, such withheld shares will be treated as granted and will not again be available for future grants. If any full-value award is canceled, forfeited or cash-settled, the shares for which such award was canceled, forfeited or cash-settled may be available for future grants under the Incentive Plan. Summary of Material Terms of the Incentive Plan General. The Incentive Plan provides that grants may be in the following forms: ● restricted shares awards ● share options awards ● restricted share unit awards ● share appreciation rights ● performance awards ● other share-based awards ● other cash-based awards Administration. The Incentive Plan shall be administered by the compensation committee (the “Committee”) of the board of directors of Seamless. The board may designate one or more its directors as a subcommittee who may act for the Committee if necessary. The Committee may issue rules and regulations for administration of the Plan. The Committee (or its delegate) shall have full power and authority to: (i) designate participants; (ii) determine the type or types of awards to be granted; (iii) determine the number of shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) the awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent and under what circumstances awards may be settled or exercised in cash, shares, other awards, other property, net settlement (including broker-assisted cashless exercise) or any combination thereof, or cancelled, forfeited or suspended, and the method or methods by which awards may be settled, exercised, cancelled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, shares, other awards, other property and other amounts payable with respect to an award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Incentive Plan and any instrument or agreement relating to, or award made thereunder; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Incentive Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Incentive Plan. All decisions of the Committee shall be final, binding and conclusive. Eligibility for Participation. Any employee, non-employee director, advisor and consultant of Seamless or any of its subsidiaries or affiliates will be eligible to be selected to receive an award under the Incentive Plan . 98 Types of Awards. Restricted Shares The Committee is authorized to grant awards of restricted shares (“Restricted Shares”) to participants in accordance with the terms and conditions of the Incentive Plan, and with such additional terms and conditions, in either case not inconsistent with the provisions of the Incentive Plan, as the Committee shall determine. The Committee determines the number of Restricted Shares that will be granted, which may be service- and/or performance-based, the respective vesting and delivery schedules, and whether the Restricted Shares is entitled to dividends or dividend equivalents, voting rights or any other rights. Options The Committee is authorized to grant options (the “Options”) to participants in accordance with the terms and conditions of the Incentive Plan, and with such additional terms and conditions, in either case not inconsistent with the provisions of the Incentive Plan, as the Committee shall determine. The Committee determines the vesting schedules, exercise price per share, term of each Option, and time at which the Option may be exercised in whole or in part, and the methods and forms in which payment of the exercise price may be made (including cash, shares, other awards, other property, net settlement (including broker-assisted cashless exercise) or any combination thereof, having a fair market value on the exercise date equal to the relevant exercise price. Where relevant to a participant who is a U.S. taxpayer, the Committee may designate an Option as intended to be an incentive stock option under the Code, provided the participant is, as of the time of grant, an employee of the Company or any subsidiary or affiliate of the Company. Incentive stock options are subject to conditions imposed under the Code, including that any incentive stock options granted to a participant who owns more than 10% of the voting power of all classes of the Company’s outstanding shares shall not have a term of more than five years and shall have a per share exercise price that equals at least 110% of the fair market value of an ordinary share of the Company on the grant date and that the aggregate fair market value (determined as of the date the incentive stock options are granted) of the shares with respect to which the incentive stock options are granted under the Incentive Plan and all other option plans of the Company and its affiliates that become exercisable for the first time by the participant during any calendar year shall not exceed $100,000. Restricted Share Units The Committee is authorized to grant the RSUs to participants in accordance with the terms and conditions of the Incentive Plan, and with such additional terms and conditions, in either case not inconsistent with the provisions of the Incentive Plan, as the Committee shall determine. An RSU represents the contractual right to receive one of Currenc’s Ordinary Shares. Subject to the provisions of the Incentive Plan, the Committee determines the terms and conditions of RSU grants, including the vesting criteria (which may include accomplishing specified performance criteria or continued service to Currenc) and the form and timing of payment. Holders of RSUs do not have any rights as stockholders but the Committee may provide in an award agreement that such holders are entitled to receive cash payments equal to the per-share dividend paid on Ordinary Shares which will be distributed upon vesting of the RSU. Share Appreciation Rights The Committee is authorized to grant share appreciation rights (“SAR”) to participants in accordance with the terms and conditions of the Incentive Plan, and with such additional terms and conditions, in either case not inconsistent with the provisions of the Incentive Plan, as the Committee shall determine. Share appreciation rights may be granted independently or in addition to other awards granted under the Incentive Plan. The Committee determines the exercise price per share under a SAR, term of each SAR, times at which a SAR may be exercised or settled in whole or in part. Upon the exercise of a SAR, Seamless shall pay to the participant an amount equal to the number of its shares subject to the SAR multiplied by the excess, if any, of the fair market value of one share on the exercise date over the exercise price of such SAR. Seamless shall pay such excess in cash, in shares valued at fair market value, or any combination thereof, as determined by the Committee. 99 Performance Awards The Committee is authorized to grant, in addition to Restricted Shares and Options, which are performance-based, other performance awards (“Performance Awards”) to participants in accordance with the terms and conditions of the Incentive Plan, and with such additional terms and conditions, in either case not inconsistent with the provisions of the Incentive Plan, as the Committee shall determine. Performance Awards may be denominated as a cash amount, a number of Shares or a combination thereof and are awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. Subject to the terms of the Incentive Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee. Other Share-Based Awards The Committee is authorized, subject to limitations under applicable law, to grant to participants such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares or factors that may influence the value of shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into shares, acquisition rights for shares, awards with value and payment contingent upon performance of Seamless or business units thereof or any other factors designated by the Committee (“Other Share-Based Awards”). The Committee shall determine the terms and conditions of such awards. Other Cash-Based Awards The Committee is authorized, subject to limitations under applicable law, to grant to participants such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, cash (“Other Cash-Based Awards”). The Committee shall determine the terms and conditions of such awards. Adjustment Provisions. In the event that, as a result of any dividend, other than recurring ordinary cash dividends, or other distribution (whether in the form of cash, Shares or other securities), recapitalization, share split (share subdivision), reverse share split (share consolidation), reorganization, merger, amalgamation, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of Seamless, issuance of warrants or other rights to acquire shares or other securities of Seamless, issuance of shares pursuant to the antidilution provisions of securities of Seamless, or other similar corporate transaction or event affecting the shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Incentive Plan, then the Committee shall, subject to Incentive Plan, adjust equitably any or all of: ● the number and type of shares (or other securities) which thereafter may be made the subject of awards; ● the number and type of shares (or other securities) subject to outstanding awards; ● the grant, acquisition, exercise price with respect to any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award; and ● the terms and conditions of any outstanding awards, including the performance criteria of any Performance Awards; provided, however, that the number of shares subject to any award denominated in shares shall always be a whole number. Clawback Provisions All awards issued under the Incentive Plan are subject (including on a retroactive basis) to (i) any clawback, forfeiture or similar incentive compensation recoupment policy established from time to time by Currenc, including, without limitation, any such policy established to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, (ii) applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), and/or (iii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the Ordinary Shares or other securities are listed or quoted, and such requirements are deemed incorporated by reference into all outstanding award agreements. 100 Change in Control In the event of a change in control, an award agreement may provide that (i) the award shall vest and become immediately exercisable with respect to all or a portion of the shares subject to any relevant Options or SARs, (ii) the restricted period shall expire immediately with respect to all or a portion of the outstanding shares of any relevant Restricted Shares or RSUs and (iii) any Other Share-Based Awards or Other Cash-Based Awards shall be vested as to all or a portion of the Award. With respect to a Performance Award, in the event of a change in control, the relevant award agreement may provide that all incomplete performance periods with respect to such award in effect on the date the change in control occurs shall end on the date of such change and the Committee shall either (1)(i)(x) determine the extent to which performance goals with respect to such performance period have been met based upon such audited or unaudited financial information then available as it deems relevant and (y) cause to be paid to the applicable participant partial or full awards with respect to performance goals for each such performance period based upon the Committee’s determination of the degree of attainment of performance goals or, (ii) assume that the applicable “target levels” of performance have been attained, or (2) use such other basis determined by the Committee. The Committee may provide that, in the event of a change in control, the participant may retain any tag-along rights, or any rights to sell the Awards under any Seamless repurchase arrangements. Amendment and Termination of Incentive Plan Except to the extent prohibited by applicable laws and unless otherwise expressly provided in an award agreement or Incentive Plan, the Board may amend, alter, suspend, discontinue or terminate the Incentive Plan or any portion thereof at any time, provided that no such amendment, alteration, suspension discontinuation or termination shall be made without (i) shareholder approval, if such approval is required by applicable laws or the rules of the stock market or exchange or (ii) the consent of the affected participant, if such action would materially adversely affect the rights of such participant under any outstanding award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause Incentive Plan to comply with applicable law, stock market or exchange rules, or to impose any recoupment provisions on any awards under the Incentive Plan. Compensation Committee Interlocks and Insider Participation None of the members of the compensation committee was at any time one of Currenc’s officers or employees. None of Currenc’s executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that will serve as a member of our Board or compensation committee. Compensation Committee Report The Compensation Committee was formed in connection with the Closing of the Business Combination. The Compensation Committee operates under a written charter, a copy of which is available on our investor website at https://investors.currencgroup.com/English/about-us/corporate-governance/. The committee is responsible for, among other things: ● reviewing, approving and determining the compensation of our officers and key employees; ● evaluate compensation, including equity awards, to directors for service on the board of directors or any committee thereof and recommend to the full Board the appropriate level of compensation; ● administering our equity compensation plans; ● reviewing, approving and making recommendations to the board of directors regarding incentive compensation and equity compensation plans; and ● establishing and reviewing general policies relating to compensation and benefits of our employees. 101 The current members of the Compensation Committee are Eng Ho Ng (Chair) and Eric Weinstein. Eng Ho Ng serves as Chairman of the Compensation Committee. Each of the members of our Compensation Committee meet the requirements for independence under the under the applicable rules and regulations of the SEC and rules of Nasdaq. Submitted by the Compensation Committee of the Board: Eng Ho Ng (Chair) Eric Weinstein The material in this Compensation Committee Report is deemed “furnished” in this Annual Report on Form 10-K and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of shares of our Ordinary Shares upon the completion of the Business Combination by: ● each person known by us to be the beneficial owner of more than 5% of Currenc’s Ordinary Shares; ● each of our named executive officers and directors; and ● each of our officers and directors as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In the table below, percentage of ownership is based on 46,527,999 Ordinary Shares issued and outstanding as of April 14, 2025, including 40,000,000 Ordinary Shares issued to the former shareholders of Seamless in the Business Combination as Exchange Consideration, 400,000 Commitment Shares issued in connection with the PIPE Offering, 200,000 Ordinary Shares issued to the vendors in connection with the Business Combination Closing, and reflects the valid redemption of 4,652,105 INFINT Class A ordinary shares and the issuance of all shares under the Seamless Incentive Plan, which shares were reserved under the Seamless Incentive Plan and were a part of the Aggregate Consideration. The below table excludes the Ordinary Shares underlying the warrants and private warrants, and PIPE Warrants because these securities are not exercisable until registered, which may or may not occur within sixty (60) days. Further, it assumes no issuance of the 4,636,091 shares reserved under the Incentive Plan. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. Unless otherwise noted, the business address of each of the following entities or individuals is 410 North Bridge Road, SPACES City Hall, Singapore 188726. Name and Address of Beneficial Owner Number Ordinary Shares % of Total Voting Power Directors and Named Executive Officers: Alexander King Ong Kong (1) 27,401,643 58.89 % Ronnie Ka Wah Hui (2) 144,211 * Hagay Ravid (3) 5,000 - Eng Ho Ng (2) 10,383 * Kevin Chen 714,553 - Eric Weinstein (2) 60,000 * All Executive Officers and Directors as a Group (7 individuals) 28,335,790 60.90 % Greater than Five Percent Holders: Regal Planet Limited (4) 26,912,897 57.84 % (1) Includes: (a) 26,912,897 Ordinary Shares held by Regal Planet Limited, (b) 152,249 Ordinary Shares held by Mr. Kong personally and (c) 336,497 Ordinary Shares that were vested to Mr. Kong pursuant to Seamless Incentive Plan upon consummation of the Business Combination. Mr. Kong’s business address is Unit B&D, 13/F, Lee & Man Commercial Center, 169 Electric Road, North Point, Hong Kong. (2) Mr. NG Eng Ho, an independent director of Seamless and member of the New Seamless Board, has been granted 10,838 New Seamless Restricted Shares under the Seamless Incentive Plan. These shares vested in full upon the consummation of the Business Combination. Mr. Eric Weinstein, a member of the New Seamless Board has been awarded 60,000 ordinary shares by INFINT Acquisition Corporation (“INFINT”) in connection with his appointment as Chair of INFINT’s Board of Directors. These shares vested in full upon the consummation of the Business Combination. (3) Mr. Hagay Ravid has resigned from his position as Chief Financial Officer of Currenc Group Inc, effective December 31, 2024. (4) Regal Planet Limited’s business address is Unit B&D, 13/F, Lee & Man Commercial Center, 169 Electric Road, North Point, Hong Kong. 102 Securities Authorized for Issuance Under Equity Compensation Plans The information contained under the heading “Director Independence” in Part II, Item 5. “ Securities Authorized for Issuance Under Equity Compensation Plans ” is incorporated by reference herein. Item 13. Certain Relationships and Related Transactions, and Director Independence INFINT Related Party Transactions INFINT issued to its Sponsor an aggregate of 5,833,083 founder shares in exchange for a capital contribution of $25,100, or approximately $0.004 per share. The Sponsor transferred 99,999 founder shares to EF Hutton as representative shares (the representative shares are deemed to be underwriter’s compensation by FINRA pursuant to Rule 5110 of the FINRA Manual). The Sponsor has purchased an aggregate of 7,796,842 private warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, $7,796,842 in the aggregate, in the Private Placement. The private warrants are identical to the warrants sold in the INFINT IPO. Pursuant to an agreement that INFINT has entered into with the holders of the private warrants, the private warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of INFINT’s initial business combination. The Sponsor and other initial shareholders entered into the Letter Agreement with INFINT, pursuant to which they agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of INFINT’s initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to INFINT’s amended and restated memorandum and articles of association to modify the substance or timing of INFINT’s obligation to allow redemption in connection with INFINT’s initial business combination or to redeem 100% of INFINT’s public shares if INFINT has not consummated an initial business combination prior to November 23, 2024 or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares if INFINT fails to complete INFINT’s initial business combination prior to November 23, 2024, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if INFINT fails to complete INFINT’s initial business combination within such time period and (D) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of INFINT’s initial business combination; (iv) the founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of INFINT’s initial business combination on a one-for-one basis, subject to adjustment as described herein and in INFINT’s amended and restated memorandum and articles of association; and (v) only holders of Class B ordinary shares will have the right to vote for the election of directors in any general meeting held prior to or in connection with the completion of INFINT’s initial business combination, which directors will be proposed by the INFINT Board following a nomination. 103 INFINT utilized office space at 32 Broadway, Suite 401, New York, NY 10004. Commencing on November 22, 2021, INFINT paid the Sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of INFINT’s management team. Upon completion of the Business Combination, INFINT ceased paying these monthly fees. No compensation of any kind, including finder’s and consulting fees, were paid by the company to the Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals could be reimbursed for any out-of-pocket expenses incurred in connection with activities on INFINT’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. INFINT’s audit committee reviewed on a quarterly basis all payments that were made to the Sponsor, officers, directors or INFINT’s or their affiliates. On April 20, 2021, the Sponsor issued an unsecured promissory note to INFINT, pursuant to which INFINT may borrow up to an aggregate principal amount of up to $400,000, to be used for payment of costs related to the Proposed Offering. The note was interest bearing (0.01% annual rate) and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Proposed Offering. These amounts were repaid upon completion of the IPO out of the $696,875 of offering proceeds that were allocated for the payment of offering expenses. As of December 31, 2021, there were no amounts outstanding under the promissory note. In addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of INFINT’s officers and directors could, but were not obligated to, loan INFINT funds as may be required on a non-interest basis. If INFINT completed an initial business combination, INFINT would repay such loaned amounts. Up to $1,500,000 of such loans could be convertible into private warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Prior to the completion of INFINT’s initial business combination, INFINT did not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as INFINT did not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in INFINT’s trust account. On September 13, 2023, the Company issued the Amended Note in the principal amount of up to $400,000 to the Sponsor, which could be drawn down from time to time prior to the Maturity Date upon request by the Company. The Note amended, replaced and superseded in its entirety the Original Note, which was issued by the Company to the Sponsor on May 1, 2023, and any unpaid principal balance of the indebtedness evidenced by the Original Note was merged into and evidenced by the Note. The Note does not bear interest and the principal balance will be payable on the Maturity Date. The Sponsor has the option on the Maturity Date to convert the principal outstanding under the Note into that number of Working Capital Warrants equal to the portion of the principal amount of the Amended Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private 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. Prior to the Business Combination, any of the foregoing payments to the Sponsor, repayments of loans from the Sponsor or repayments of Working Capital Loans prior to INFINT’s initial business combination were made using funds held outside the trust account. In conjunction with the Closing of the Business Combination, the Note to the Sponsor was amended to $603,623. After the Business Combination, members of INFINT’s management team who remain with us may be paid consulting, management or other fees from Currenc. INFINT has also entered into the Registration Rights Agreement with respect to the Founder Shares and private warrants. 104 Other Relationships Except as otherwise disclosed in this Annual Report, no compensation of any kind, including finder’s and consulting fees, were paid by INFINT to the Sponsor, INFINT’s directors, officers or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, these individuals were reimbursed for any out-of-pocket expenses incurred in connection with activities on INFINT’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Audit Committee reviewed on a quarterly basis all payments that were made to the Sponsor, directors, officers or their respective affiliates. Certain Agreements Related to Business Combination In connection with the Business Combination, certain agreements were entered into pursuant to the Business Combination Agreement. References below are qualified in their entirety by reference to the full text of such agreements and to the descriptions thereof included elsewhere in this Annual Report. These agreements include: ● Shareholder Support Agreement; ● Sponsor Support Amendment; ● Registration Rights Agreement; and ● Lock-Up Agreement . Seamless Related Party Transactions In addition to the compensation arrangements, including employment, discussed in the section titled “ Executive Officer and Director Compensation ,” the following is a description of each transaction since January 1, 2018, and each currently proposed transaction, in which: ● Seamless has been or is to be a participant; ● the amount involved exceeded or exceeds $120,000; and ● any of Seamless’ directors, executive officers or beneficial holders of more than 5% of any class of Seamless ordinary shares, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. Convertible Bonds TNG FinTech (now renamed as Seamless Group Inc.) previously entered into that certain Amended and Restated Convertible Bond Instrument, dated September 14, 2021, and that certain related Amendment Agreement, dated September 14, 2021, with Regal Planet Limited and Chelsea Vanguard Fund. Such convertible bond instrument and related documents were issued in respect of $27,000,0000 15% secured guaranteed convertible bonds of TNG FinTech, secured by certain ordinary shares of TNG FinTech including those held by Regal Planet Limited, the controlling shareholder of Seamless and which is controlled by Mr. Kong, as personally guaranteed by Mr. Kong, the chairman and former chief executive officer of Seamless. On September 14, 2023, the parties entered into the Third Amendment Agreement for the purpose of, among others, reviewing and amending certain terms and conditions under the Amended and Restated Convertible Bond Instrument, and further the Issuer has been authorized by a resolution of its board of directors dated September 11, 2023 to create and issue $10,000,000 15% secured guaranteed convertible bonds (the “Convertible Bonds”) and to replace and terminate the Amended and Restated Convertible Bond Instrument (the “Second Amended and Restated Convertible Bond Instrument” or the “Convertible Bond Instrument”). Transactions with Certain Shareholders Seamless has entered into certain loan agreements with its shareholders, pursuant to which Seamless is the borrower or guarantor, including: 105 ● That certain Loan Agreement, dated August 26, 2022, and that certain Loan Agreement, dated March 15, 2022, both by and between Seamless and Regal Planet Limited, the controlling shareholder of Seamless and which is controlled by Mr. Kong, with $1,262,408 and $644,086 remaining as amounts due to Regal Planet Limited thereunder, respectively, as of December 31, 2024. ● That certain Loan Agreement, dated December 28, 2021, and that certain Loan Agreement, dated June 30, 2023, both by and between Seamless Group Inc. (previously known as TNG FinTech Group Inc.) and Kong King Ong Alexander, the controlling shareholder of Regal Planet Limited, which is the controlling shareholder of Seamless, with $1,582,706 remaining as the amount due to Mr. Kong thereunder, as of December 31, 2024; ● That certain Loan Agreement, Term Loan Facility, dated May 26, 2021, by and among GEA Limited, a former subsidiary of Seamless and which was divested in July 2024, TNG FinTech (now renamed as Seamless Group Inc.), and Highlight Holdings Limited, the shareholder of which is an ultimate beneficial owner of Nogle Ventures Limited and Pandora Technology Ventures Limited, which are shareholders of Seamless, with $800,000 remaining as the amount due to Highlight Holdings Limited thereunder, as of December 31, 2024; and ● That certain Loan Agreement, Term Loan Facility, dated March 13, 2020, by and among TNG Asia, which was divested from Seamless in August 2024, TNG FinTech (now renamed as Seamless Group Inc.), and Highlight Holdings Limited, the shareholder of which is an ultimate beneficial owner of Nogle Ventures Limited and Pandora Technology Ventures Limited, which are shareholders of Currenc, with no outstanding amount due to Highlight Holdings Limited thereunder, as of December 31, 2024. Transactions with Other Related Parties Seamless is also a party to that certain Letter of Comfort, dated May 19, 2022, with TNG Asia, which was divested from Seamless in August 2024, pursuant to which Seamless agreed to put in place appropriate IPO insurance and indemnify TNG Asia and Regal Planet Limited, the controlling shareholder of Seamless and which is controlled by Mr. Kong, the chairman and former chief executive officer of Seamless, in connection with the Business Combination. Seamless is also a party to the following transactions: ● That certain Loan Agreement, dated January 12, 2022, by and between TNG FinTech (now renamed as Seamless Group Inc.) and Hui Ka Wah Ronnie, the chief executive officer of Seamless, with $463,742 remaining as the amount due to Mr. Hui thereunder, as of December 31, 2024; and ● That certain Loan Agreement, dated July 30, 2024, by and between Seamless Group Inc. and GEA Limited, which was divested from Seamless in July 2024, with $10,443,375 remaining as the amount due to GEA Limited, as of December 31, 2024. TNG Asia, which was divested in August 2024, is a party to those certain Development, Sales & Purchases, On-going Maintenance and Partnership Agreements, dated April 3, 2017, April 1, 2018, April 7, 2020, April 23, 2021, April 25, 2022 and April 24, 2023 with SINO Dynamic Solutions Limited (“SINO”), an ultimate beneficial owner of which is Mr. Kong, the chairman and former chief executive officer of Seamless. TNG Asia has commissioned SINO for the development of an e-wallet and cashless payment solution system as well as the on-going maintenance of the system. The TNG Payment Solution is a cashless payment processing service, offering a highly encrypted and secure payment processing infrastructure allowing its users and consumers to make payments electronically to designated vendors / merchants for purchases of goods and services. 106 GEA Limited, which was divested from Seamless in July 2024, is a party to the following transactions: ● Those certain Development, Sales & Purchases, On-going Maintenance and Partnership Agreements, dated April 15, 2019, April 15, 2020, April 15, 2021, April 25, 2022 and April 24, 2023 with SINO, an ultimate beneficial owner of which is Mr. Kong, the chairman and former chief executive officer of Seamless. GEA Limited has commissioned SINO for the development of an e-money platform facilitating cross border payments, fund transfers, social hub functions and payment solution systems as well as the on-going maintenance of the system. The GEA Payment Solution is a payment processing service, offering a highly encrypted and secure payment processing infrastructure, allowing its member participants to make cross-border fund transfer electronically to designated bank accounts / cash pickup points in its supported network of countries; ● That certain Collaboration Agreement, FX Trade, dated April 14, 2020, with BTSE Holdings Limited and Highlight Holdings Limited, the shareholder of which is an ultimate beneficial owner of Nogle Ventures Limited and Pandora Technology Ventures Limited, which are shareholders of Currenc; ● That certain Collaboration Agreement, FX Trade, dated August 2, 2022, with Nogle Limited, the shareholder of which is an ultimate beneficial owner of Nogle Ventures Limited and Pandora Technology Ventures Limited, which are shareholders of Currenc; and ● That certain Global E-Money Alliance Agreement for Corporate Collection and Payout Services, dated August 11, 2020, with BTSE Holdings Limited, shareholder of which is an ultimate beneficial owner of Nogle Ventures Limited and Pandora Technology Ventures Limited, which are shareholders of Currenc. Divestitures Prior to the Closing, Seamless completed the spin-out, carve-out, divest or transfer all of the equity interests that it owns in (a) TNG Asia, (b) FNTI and (c) GEA and together with TNG Asia and FNTI, (the “Divestiture Entities”), including by means of a partial redemption of outstanding ordinary shares as consideration therefor such that, upon consummation of the Divestitures, the Divestiture Entities are no longer subsidiaries of, or controlled by, Seamless. Deed of Guarantee Seamless entered into that certain Deed of Guarantee, dated as of May 25, 2023, by and among Seamless, Regal Planet Limited and Kong King Ong Alexander, as guarantors, and Ripple Labs Singapore Pte. Ltd., pursuant to which Seamless will be a guarantor of GEA Limited, a wholly-owned subsidiary of Seamless, in connection with that certain Master XRP Commitment to Sell Agreement and each Line of Credit Addendum related thereto, between Ripple Labs Singapore Pte Ltd. and GEA Limited, as described therein. GEA has purchased $52.6 million, $501 million and $105 million worth of XRP from Ripple pursuant to the Master XRP Commitment to Sell Agreement for its ODL prefunding for the years ended December 31, 2021, 2022, and 2023, respectively. The amount guaranteed under such Deed of Guarantee is $28.1 million (together with additional interest and fees) as of December 31, 2024. The current amounts outstanding can be declared immediately due and payable by Ripple Labs Singapore Pte. Ltd. Ripple Labs Singapore Pte. Ltd. may make additional advances to GEA Limited from time to time pursuant to the Master XRP Commitment to Sell Agreement, and such additional advances will be guaranteed pursuant to the Deed of Guarantee. Seamless’ obligation with respect to the guarantee will terminate six months after the consummation of the Business Combination. Master XRP Commitment to Sell Agreement between Ripple Labs Singapore Pte. Ltd. and GEA. Ripple Labs Singapore Pte. Ltd. and GEA entered into a Master XRP Commitment to Sell Agreement on September 12, 2022 when GEA was onboarded as an ODL RP. Pursuant to this agreement, GEA can execute ODL transactions. Under this agreement, Ripple Labs Singapore Pte. Ltd deposits certain amounts of XRP into the account of its ODL RP, i.e. the crypto wallet of GEA. The agreement stipulates that the legal title and rights to the XRP deposited in GEA’s crypto wallet belong to Ripple Labs Singapore Pte. Ltd. Under the agreement, GEA agrees to transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte. Ltd in its bailment account to Tranglo for prefunding purposes. Once the XRP transfer is confirmed, the legal title of that XRP will be transferred from Ripple Labs Singapore Pte. Ltd to GEA. Also, in exchange for obtaining the XRP, GEA has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte. Ltd. Ripple Labs Singapore Pte. Ltd and GEA also entered into a Line of Credit and related addendums in connection with the Master XRP Commitment to Sell Agreement, under which Ripple Labs Singapore Pte. Ltd provided to GEA a USD$5 million credit facility for a two year’ term, so that GEA could have the resources to aggressively promote the use of ODL services. 107 As the debt is incurred by GEA, Seamless will not incur or pay such debts in connection with the divestiture of GEA. However, Seamless has guaranteed such debt. The total amount guaranteed under the Deed of Guarantee is $28.1 million as of December 31, 2024. The guarantee provided by Seamless will last only up to 6 months after the completion of this transaction. At that point Seamless will cease to provide guarantee for the loans. There are provisions that restrict Seamless from incurring additional indebtedness after the closing of merger that would materially affect its guarantee of GEA’s debts to Ripple Labs Singapore Pte. Ltd. However, the restrictions are effective only for the 6 months’ guarantee period after the divestiture of GEA. After the guarantee period, there are no restrictive constraints on Seamless. Tranglo Master XRP Commitment to Sell Agreement Ripple Labs Singapore Pte. Ltd. and Tranglo entered into a Master XRP Commitment to Sell Agreement on March 11, 2022, which agreement was amended by the Amendment to Master XRP Commitment to Sell Agreement dated April 15, 2022, and further amended by the Amendment No. 2 to Master XRP Commitment to Sell Agreement dated May 25, 2022, Amendment No. 3 to Master XRP Commitment to Sell Agreement dated September 12, 2022 and Amendment No.4 to Master XRP Commitment to Sell Agreement, dated December 3, 2023. Pursuant to this agreement, Tranglo can execute ODL transactions in which Ripple Labs Singapore Pte. Ltd will make available via automated wallet funding service (“AWF”) up to $50,000,000 worth of XRP for working capital purposes. Under this agreement, Ripple Labs Singapore Pte. Ltd deposits certain amounts of XRP into Tranglo’s crypto wallet. The agreement stipulates that the legal title and rights to the XRP deposited in Tranglo’s crypto wallet belong to Ripple Labs Singapore Pte. Ltd. Under the agreement, Tranglo agrees to transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte. Ltd in its bailment account to Tranglo for prefunding purposes. In exchange for obtaining the XRP, Tranglo has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte. Ltd. Pay-out Support Agreement Ripple Services, Inc. and Tranglo entered into a Pay-out Support Agreement on March 10, 2021. According to the Agreement, Tranglo agreed to integrate with RippleNet and On Demand Liquidity (collectively the Ripple Solution) which were developed by the Ripple entities for facilitating cross-border payments. Under the Agreement, Tranglo’s remittance partners can choose to adopt the use of XRP for the ODL facility for prefunding purposes. Both Ripple Services, Inc. and Tranglo agreed to make use of the programmatic liquidation system for liquidation of XRP as received by Tranglo for prefunding purposes into USD or other fiat currencies. Under the Agreement, Ripple Services, Inc. guarantees that Tranglo will receive the agreed amount of fiat currencies from the liquidation of XRP on every agreed XRP prefunding arrangement, and that any shortfall in the liquidation process will be covered by Ripple Services, Inc. In exchange, Tranglo has to offer certain discounts on transaction fees and foreign exchange fees for the remittance partners who adopt the ODL services of Ripple Solution and use XRP for prefunding transactions. Shareholders’ Agreement In a series of transactions with unrelated parties, Ripple Labs Singapore Pte. Ltd acquired a 40% ownership interest in Tranglo. On March 19, 2021, Ripple Labs Singapore Pte. Ltd, Tranglo and Seamless entered into a Shareholders’ Agreement governing the management of Tranglo. Pursuant to that Agreement, Ripple Labs Singapore Pte. Ltd is entitled to appoint two members of the Tranglo board. In addition, Ripple Labs Singapore Pte. Ltd has the right to second an executive officer of Tranglo (the “Ripple Executive Officer”), and such person can be replaced at the direction of Ripple Labs Singapore Pte. Ltd. The Ripple Executive Officer is responsible for instituting the strategy of the RippleNet product, migrating customers to RippleNet, determining pricing strategy to facilitate growth and defining geographic expansion and the prioritizing of new geographical markets. Certain specific activities cannot be undertaken without the express consent of Ripple Labs Singapore Pte. Ltd, including an initial public offering, merger or sale of assets of Tranglo, changes to the capital structure and a change in the nature or scope of the business of Tranglo. 108 In addition, in the event Tranglo sells additional securities, Ripple Labs Singapore Pte. Ltd has the right to participate in such sale in an amount chosen by Ripple Labs Singapore Pte. Ltd. There is a mutual right of first refusal on the sale of shares by either Ripple Labs Singapore Pte. Ltd or Seamless. In addition, in the event that Seamless elects to sell shares, and Ripple Labs Singapore Pte. Ltd has not exercised its right of first refusal to acquire such shares, Ripple Labs Singapore Pte. Ltd has the ability to participate in such sale. There is the right of first refusal clause in the shareholder agreement between Seamless and Ripple Labs Singapore Pte. Ltd. In case Seamless decides to sell its stake in Tranglo, Ripple Labs Singapore Pte. Ltd has the right to acquire the Tranglo shares from Seamless and could acquire a majority stake in Tranglo as a result. However, Seamless has no intention to dispose of its shares in Tranglo. Ripple Labs Singapore Pte. Ltd does not otherwise have the right to increase its stake in Tranglo as a result of this right of first refusal or any other provision of the Shareholders’ Agreement. Seamless, however, has no intention or plan to sell its stake in Tranglo that would allow Ripple Labs Singapore Pte. Ltd, acquire the majority stake in Tranglo. Also, in case Ripple Labs Singapore Pte. Ltd desires to acquire the controlling stake in Tranglo, the acquisition itself will trigger the “change in majority controller” rule of all 4 central banks which granted Tranglo the remittance licenses for Tranglo to conduct its remittance business. Ripple Labs Singapore Pte. Ltd needs to obtain the approvals of 4 central banks, namely the Malaysian Central Bank BNM, the Monetary Authority of Singapore MAS, the central bank of UK and the central bank of Indonesia, before contemplating on acquiring the majority controlling stake of Tranglo. Pursuant to the Shareholders’ Agreement, Ripple Labs Singapore Pte. Ltd is entitled to appoint two members of the Tranglo board. On November 2, 2023, one of the directors (the Investor Director) appointed by Ripple Labs Singapore Pte. Ltd. resigned from the board of Tranglo. The parties amended the Shareholders’ Agreement on November 7, 2023 to reflect the resignation of the Investor Director, and to waive the requirement for at least one (1) Investor Director to be included in the quorum of the meetings or adjourned meetings of the Board of such Group Company under Clause 4.4.2. While Seamless has a right to appoint a majority of the board of directors of Tranglo, certain matters require the cooperation, or in some cases, approval by Ripple Labs Singapore Pte. Ltd. We will not be able to terminate or amend the Shareholders’ Agreement, except in accordance with its terms, which would require the consent of Ripple Labs Singapore Pte. Ltd. Ripple Labs Singapore Pte. Ltd.’s interests may not be the same as, or may conflict with, the interests of us or our stockholders. Tranglo cannot undertake certain actions or transactions without the consent of Ripple Labs Singapore Pte. Ltd, including but not limited to: ● an initial public offering; ● any determinations with respect to merger or sale of the whole or a substantial part of the assets; ● changes to the capital structure ● a change in the nature or scope of the business; ● incurrence of certain amount of debt, ● any declaration or payment of any dividends or other distribution of profits; ● entering into any joint venture, partnership or profit sharing arrangement with any person and any amendment to the terms of such venture, partnership or arrangement; ● variation of any rights attaching to any shares in the capital of Tranglo or making of any call upon monies unpaid in respect of any issued shares; ● introduction or revision of any share option plan; ● save for the issuance of shares or the grant of options in connection with or pursuant to any duly approved and established share option scheme or plan; ● repurchase of shares other than pursuant to any duly approved and established share option scheme or plan(s); and ● any related party transactions that exceed a certain amount of value. These limitations could result in disagreement between Seamless and Ripple Labs Singapore Pte. Ltd. In the event of an unresolved disagreement between the shareholders, the Shareholders’ Agreement provides for means through which a deadlocked topic will be resolved, including through arbitration, which should minimize the impact of such disagreement on Tranglo’s business. In the event of a deadlock between the parties, the matter will be referred to arbitration under the arbitration rules of the Singapore International Arbitration Center. 109 Employment Agreements Seamless, through its subsidiaries, entered into employment agreements with certain of its executive officers. See “ Executive Officer and Director Compensation-Executive Employment Agreements .” New employment agreements, with an annual salary of approximately $300,000, are expected to be entered into between Currenc and Mr. Kong, as Chairman, and Mr. Hui, as Chief Executive Officer. The Articles contain provisions that limit the personal liability of Currenc’s directors and officers to Currenc for loss or damages incurred by Currenc as a result of the carrying out of their functions, unless that liability arises through the actual fraud or willful default of such person. See “ Executive Officer and Director Compensation-Limitation on Liability and Indemnification Matters .” Share Incentive Plan See “ Executive Officer and Director Compensation-Outstanding Equity Awards .” Registration Rights Agreement In connection with the Closing, on August 30, 2024, INFINT and certain existing shareholders of INFINT and Seamless (such parties, the “Holders”) entered into a registration rights agreement (the “Registration Rights Agreement”) to provide for the registration of Ordinary Shares issued to them in connection with the Business Combination. The Holders are entitled “piggy-back” registration rights with respect to registration statements filed following the consummation of the Business Combination, subject to certain requirements and customary conditions. Currenc will bear the expenses incurred in connection with the filing of any such registration statements. Related Person Transactions Policy Following the Business Combination It is anticipated that the Board will adopt a written Related Person Transactions Policy that sets forth Currenc’s policies and procedures regarding the identification, review, consideration and oversight of “related person transactions.” For purposes of Currenc’s policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which Currenc or any of its subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest. Transactions involving compensation for services provided to Currenc as an employee, consultant or director will not be considered related person transactions under this policy. A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of Currenc’s voting securities, including any of their immediate family members and affiliates, including entities owned or controlled by such persons. Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of Currenc’s voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to the audit committee (or, where review by the audit committee would be inappropriate, to another independent body of the Board) for review. To identify related person transactions in advance, Currenc will rely on information supplied by its executive officers, directors and certain significant shareholders. In considering related person transactions, the audit committee will take into account the relevant available facts and circumstances, which may include, but are not limited to: ● the risks, costs, and benefits to Currenc; ● the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; ● the terms of the transaction; ● the availability of other sources for comparable services or products; and ● the terms available to or from, as the case may be, unrelated third parties. 110 The audit committee will approve only those transactions that it determines are fair to the company and in Currenc’s best interests. All of the transactions described above were entered into prior to the adoption of such policy. Director Independence The information contained under the heading “Director Independence” in Part III, Item 10. “ Directors, Executive Officers and Corporate Governance ” is incorporated by reference herein. Item 14. Principal Accountant Fees and Services The following is a summary of fees paid or to be paid to MRI Moores Rowland LLP, for services rendered. Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by MRI Moores Rowland LLP in connection with regulatory filings. The aggregate fees billed by MRI Moores Rowland LLP for professional services rendered for the audit of our annual financial statements, and other required filings with the SEC for the years ended December 31, 2024 and 2023, totaled $532,000 and $457,000, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings. Audit-Related Fees . Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay MRI Moores Rowland LLP for audit related fees for the years ended December 31, 2024 and 2023. Tax Fees. We did not pay MRI Moores Rowland LLP for tax planning and tax advice for the years ended December 31, 2024 and 2023. All Other Fees. We did not pay MRI Moores Rowland LLP other fees for the years ended December 31, 2024 and 2023. Audit Committee Pre-Approval Policy and Procedures Our audit committee adopted its committee charter (the “ Audit Committee Charter ”) that sets forth the authority and procedures pursuant to which the audit committee shall pre-approve (or, where permitted under SEC rules to subsequently approve) audit and non-audit services proposed to be performed by the independent auditor. The Audit Committee Charter imposes a duty on the Audit Committee to pre-approve all auditing services performed for the Company by our independent auditor, as well as all permitted non-audit services (including the fees and terms thereof) in order to ensure that the provision of such services does not impair the auditor’s independence. In determining whether or not to pre-approve services, the Audit Committee considers whether the service is permissible under applicable SEC rules. The Audit Committee may, in its discretion, delegate one or more of its members the authority to pre-approve any services to be performed by our independent auditor, provided such pre-approval is presented to the full Audit Committee at its next scheduled meeting. The services rendered by MRI Moores Rowland LLP from the Closing of the Business Combination until December 31, 2024 were pre-approved in accordance with the policies set forth above. 111 part IV Item 15 . Exhibits and Financial Statement Schedules (a)(1) The following documents are included on pages F-1 through F-17 attached hereto and are filed as part of this Annual Report on Form 10-K. Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-4 Consolidated Statement of Changes in Shareholders’ Equity for the Years Ended December 31, 2024 and 2023 F-5 Consolidated Statement of Cash Flows for the Years Ended December 31, 2024 and 2023 F-6 Notes to the Consolidated Financial Statements F-7 (a)(2) Financial Statement Schedules. All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto. (a)(3) Exhibits The following is a list of exhibits filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K. Exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov. 2.1* Business Combination Agreement, dated as of August 3, 2022, by and among INFINT Acquisition Corporation, FINTECH Merger Sub Corp. and Seamless Group Inc. (included as Annex A to the proxy statement/prospectus) 2.2* Amendment No. 1 to the Business Combination Agreement, dated as of October 20, 2022, by and among INFINT, Merger Sub and Seamless (included as Annex A to the proxy statement/prospectus) 2.3* Amendment No. 2 to the Business Combination Agreement, dated as of November 29, 2022, by and among INFINT, Merger Sub and Seamless (included as Annex A to the proxy statement/prospectus) 2.4* Amendment No. 3 to the Business Combination Agreement, dated as of February 20, 2023, by and among INFINT, Merger Sub and Seamless (included as Annex A to the proxy statement/prospectus) 3.1* Second Amended and Restated Memorandum and Articles of Association of INFINT Acquisition Corporation, dated February 14, 2023 (incorporated herein by reference to Exhibit 3.1 to Form 8-K (File No. 001-41079) as filed with the SEC on February 15, 2023) 3.2* Third Amended and Restated Memorandum and Articles of Association of INFINT Acquisition Corporation, dated August 18, 2023 (incorporated herein by reference to Exhibit 3.1 to Form 8-K (File No. 001-41079) as filed with the SEC on August 22, 2023) 3.3* Fourth Amended and Restated Memorandum and Articles of Association of INFINT Acquisition Corporation, dated February 16, 2024 (incorporated herein by reference to Exhibit 3.1 to Form 8-K (File No. 001-41079) as filed with the SEC on February 20, 2024) 3.4* Fifth Amended and Restated Memorandum and Articles of Association of Currenc Group Inc. (incorporated herein by reference to Exhibit 3.1 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) 4.1* Specimen Class A Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 to Form S-1/A (File No. 333-256310) as filed with the SEC on November 10, 2021) 4.2* Specimen Ordinary Share Certificate (incorporated herein by reference to Exhibit 3.2 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) 4.3* Warrant Agreement, dated November 23, 2021, between INFINT Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 to Form 8-K (File No. 001-41079) as filed with the SEC on December 1, 2021) 10.1* Registration Rights Agreement, dated November 23, 2021, among INFINT Acquisition Corporation and certain security holders named therein (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No. 001-41079) as filed with the SEC on December 1, 2021) 10.2* Letter Agreement, dated November 23, 2021, among INFINT Acquisition Corporation, INFINT Capital LLC certain security holders named therein (incorporated herein by reference to Exhibit 10.7 to Form 8-K (File No. 001-41079) as filed with the SEC on December 1, 2021) 10.3* Investment Management Trust Agreement, dated November 23, 2021, between INFINT Acquisition Corporation and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 001-41079) as filed with the SEC on December 1, 2021) 112 10.4* Currenc Group Inc. 2024 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) 10.5* Form of Lock-up Agreement (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) 10.6* Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.3 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) 10.7* Shareholder Support Agreement, dated as of August 3, 2022, by and among INFINT and certain shareholders of Seamless (included as Annex G to the proxy statement/prospectus) 10.8* Sponsor Support Agreement, dated as of August 3, 2022, by and among INFINT, Sponsor and Seamless (included as Annex H to the proxy statement/prospectus) 10.9* Option Deed for the Grant of Option, dated as of June 2, 2022, by and between Seamless Group Inc. and Noble Tack International Limited 10.10(a)* Amended and Restated Convertible Bond Instrument, dated September 14, 2021, and related Amendment Agreement, dated September 14, 2021, by and among Seamless Group Inc., Regal Planet Limited and Chelsea Vanguard Fund 10.10(b)* Amended Agreement, dated September 14, 2021, by and among Seamless Group Inc., Regal Planet Limited and Chelsea Vanguard Fund. 10.10(c)* Second Amendment Agreement dated December 9, 2022 between Seamless Group Inc. and Chelsea Vanguard Fund 10.10(d)* Loan Agreement dated December 9, 2022 between Seamless Group Inc. and Chelsea Vanguard Fund 10.10(e)* Third Amended Agreement dated September 14, 2023, by and among Seamless Group Inc., Regal Planet Limited and Chelsea Vanguard Fund. 10.10(f)* Second Amended and Restated Convertible Bond Instrument, dated September 13, 2023, by and among Seamless Group Inc., Regal Planet Limited and Chelsea Vanguard Fund. 10.11* Loan Agreement, dated August 26, 2022 by and between Seamless Group Inc. and Regal Planet Limited 10.12* Loan Agreement, dated March 15, 2022, by and between Seamless Group Inc. and Regal Planet Limited 10.13* Loan Agreement, dated December 28, 2021, by and between Seamless Group Inc. and Alexander Kong King Ong 10.14* Loan Agreement, dated January 12, 2022, by and between Seamless Group Inc. and Hui Ka Wah Ronnie 10.15* Loan Agreement, dated December 20, 2021, by and between Seamless Group Inc. and Wong Wing Chi 10.16* Pay-Out Support Provider Agreement: Tranglo, dated March 10, 2021, by and between Ripple Services Inc. and Tranglo Pte. Ltd. 10.17* Pay-Out Support Provider Addendum, dated March 10 2021, by and between Ripple Services Inc. and Tranglo Pte. Ltd. 10.18* Addendum to Terms and Conditions of Independent Reserve, dated June 21, 2021, by and between Tranglo Pte. Ltd. and Independent Reserve SG Pte. Ltd. 10.19* Memorandum of Agreement, dated May 12, 2021, by and between Betur, Inc. and Tranglo Pte. Ltd. 10.20* Coins.ph User Agreement, dated April 1, 2013 10.21* Independent Reserve Terms and Conditions 10.22* Cooperation Agreement between PT E2Pay Global Utama and PT WalletKu Indompet Indonesia Regarding Use of Electronic Money Products dated March 18, 2020 10.23* Addendum I of Use of Electronic Money Products Cooperation Agreement, dated December 1, 2022, by and between PT E2Pay Global Utama and PT WalletKu Indompet Indonesia. 10.24* Promissory Note, dated May 1, 2023, issued by INFINT Acquisition Corporation to InFinT Capital LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the SEC on May 4, 2023) 10.25* Deed of Guarantee, dated May 25, 2023, by and among Regal Planet Limited, Seamless Group Inc., Alexander King Kong Ong and Ripple Labs Singapore Pte. Ltd. 113 10.26(a)* Shareholders’ Agreement relating to Tranglo Sdn Bhd, dated March 19,2021, by and among Tranglo Sdn Bhd, Ripple Labs Singapore Pte. Ltd, and TNG Fintech Group Inc. (predecessor to Seamless Group Inc.) 10.26(b)* Amendment No. 1 to Shareholders’ Agreement, dated April 13, 2023, by and between among Tranglo Sdn Bhd, Ripple Labs Singapore Pte. Ltd, and Seamless Group Inc. 10.27* Deed of Guarantee, dated September 16, 2022, by and among Regal Planet Limited, Seamless Group Inc., Alexander Kong King Ong and Ripple Labs Singapore Pte. Ltd. 10.28* Master XRP Commitment to Sell Agreement, dated September 12, 2022, by and among Ripple Labs Singapore Pte. Ltd. and GEA Limited. 10.29* Side Letter to the Shareholders’ Agreement relating to Tranglo Sdn Bhd, dated November 29, 2021, by and among Tranglo Sdn Bhd, Ripple Labs Singapore Pte. Ltd, and TNG Fintech Group Inc. (predecessor to Seamless Group Inc.) 10.30* Secondment Agreement, dated November 29, 2021, by and among Ripple Labs Singapore Pte. Ltd., Tranglo Sdn Bhd and Tranglo Pte Ltd. 10.31(a)* Master XRP Commitment to Sell Agreement, dated March 10, 2022, by and among Ripple Labs Singapore Pte. Ltd. and Tranglo Pte. Ltd. 10.31(b)* Amendment to Master XRP Commitment to Sell Agreement, dated April 15, 2022, by and among Ripple Labs Singapore Pte. Ltd. and Tranglo Pte. Ltd. 10.31(c)* Amendment No.2 to Master XRP Commitment to Sell Agreement, dated May 24, 2022, by and among Ripple Labs Singapore Pte. Ltd. and Tranglo Pte. Ltd. 10.31(d)* Amendment No.3 to Master XRP Commitment to Sell Agreement, dated September 12, 2022, by and among Ripple Labs Singapore Pte. Ltd. and Tranglo Pte. Ltd. 10.31(e)* Amendment No.4 to Master XRP Commitment to Sell Agreement, dated December 31, 2023, by and among Ripple Labs Singapore Pte. Ltd. and Tranglo Pte. Ltd. 10.32* Side Letter to the Shareholders’ Agreement relating to the first shareholders’ meeting, dated December 15, 2021, by and among Tranglo Sdn Bhd, Ripple Labs Singapore Pte. Ltd, and TNG Fintech Group Inc. (predecessor to Seamless Group Inc.) 10.33* Side Letter to the Secondment Agreement, dated June 27, 2023 by and among Ripple Labs Singapore Pte. Ltd., Tranglo Sdn Bhd and Tranglo Pte Ltd. 10.34* Side Letter to the Shareholders’ Agreement, dated November 7, 2023, by and among Tranglo Sdn Bhd, Ripple Markets APAC Pte Ltd. (successor to Ripple Labs Singapore Pte. Ltd) and Seamless Group Inc. (successor to TNG Fintech Group Inc.) 10.35* Amended and Restated Promissory Note, dated September 13, 2023, issued by INFINT Acquisition Corporation to InFinT Capital LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the SEC on September 15, 2023) 10.36* Promissory Note, dated March 6, 2024, issued by INFINT Acquisition Corporation to Seamless Group Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the SEC on March 15, 2024) 10.37* Side Letter Regarding Termination of the Second Agreement, dated January 1, 2024, by and among Ripple Labs Singapore Pte. Ltd., Tranglo Sdn Bhd and Tranglo Pte Ltd 10.38* Bitstamp Global Ltd Terms and Conditions 10.39* Philippine Digital Asset Exchange Terms and Conditions 10.40* Consent Letter, dated as of May 22, 2024, by and between Seamless Group Inc. and Noble Tack International Limited 10.41* Convertible Note Purchase Agreement, dated August 30, 2024, by and between Currenc Group Inc., Seamless Group Inc, and Pine Mountain Holdings Limited. (incorporated herein by reference to Exhibit 10.5 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) 10.42* Form of Note (incorporated herein by reference to Exhibit 10.6 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) 10.43* Form of Warrant Agreement dated August 30, 2024, by and between Currenc Group Inc., Seamless Group Inc, and Pine Mountain Holdings Limited. (incorporated herein by reference to Exhibit 10.7 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) 10.44* Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp. and EF Hutton LLC (incorporated herein by reference to Exhibit 10.8 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) 114 10.45* Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp. and Greenberg Traurig LLP (incorporated herein by reference to Exhibit 10.9 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) 10.46* Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp. and INFINT Capital LLC (incorporated herein by reference to Exhibit 10.10 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) 10.47* List of Subsidiaries of Currenc Group Inc. (incorporated herein by reference to Exhibit 21.1 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) 10.48* ELOC Purchase Agreement between us and Arena, dated February 10, 2025 (incorporated herein by reference to Exhibit 10.48 to Form S-1 (File No. 333- 284957) as filed with the SEC on February 14, 2025) 19** Insider Trading Policy 31.1** Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2** Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 101** The following Currenc Group Inc. financial information for the Year Ended December 31, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Equity and Temporary Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements. 104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Previously filed. ** Filed herewith. + Indicates a management or compensatory plan. † Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. ITEM 16. FORM 10-K SUMMARY None. 115 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CURRENC GROUP INC. By: /s/ Ronnie Ka Wah Hui Name: Ronnie Ka Wah Hui Title: Chief Executive Officer Dated: April 14, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: Name Title Date By: /s/ Ronnie Ka Wah Hui Principal Executive Officer April 14, 2025 Ronnie Ka Wah Hui By: /s/ Ronnie Ka Wah Hui Principal Financial Officer April 14, 2025 Ronnie Ka Wah Hui By: /s/ Alexander King Ong Kong Director and Chair April 14, 2025 Alexander King Ong Kong By: /s/ Kevin Chen Director April 14, 2025 Kevin Chen By: /s/ Eric Weinstein Director April 14, 2025 Eric Weinstein 116 CURRENC GROUP INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm PCAOB ID: 6955 F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 F-4 Consolidated Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-6 Notes to the Consolidated Financial Statements F-7 to F-41 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF CURRENC GROUP INC. AND SUBSIDIARIES Opinion on the consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Currenc Group Inc. and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2024 and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainties As disclosed in Note 2 to the consolidated financial statements, 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 of $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. Management’s evaluation of these conditions and management’s plans to mitigate these conditions are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /S/ MRI Moores Rowland LLP We have served as the Company’s auditor since 2024. PCAOB ID No.: 6955 Singapore April 14, 2025 MRI Moores Rowland LLP (T14LL1146H) 72 Anson Road #07-04 Anson House, Singapore 079911 Web www.mooresrowland.sg Tel + 65 6221 6116 Offices in Australia | China | Hong Kong | India | Indonesia | Japan | Malaysia | Philippines | Singapore | Taiwan | Tajikistan | Thailand | Vietnam F- 2 CURRENC GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 2024 2023 December 31, 2024 2023 US$ US$ ASSETS Current assets: Cash and cash equivalents 63,821,397 48,516,765 Short-term investments - 300,000 Restricted cash 40,742 5,428,790 Accounts receivable, net 2,115,681 2,450,871 Prepayments to remittance agents - 137,854 Escrow money receivable - 5,014,829 Amounts due from related parties 560,823 7,287,376 Prepayments, receivables and other assets 24,738,392 34,225,239 Total current assets 91,277,035 103,361,724 Non-current assets: Investment in an equity security - 100,000 Equipment, net 1,055,520 1,016,490 Right-of-use asset 349,240 154,234 Intangible assets, net 3,386,117 9,191,713 Goodwill 12,059,428 27,001,383 Deferred tax assets 342,822 664,888 Total non-current assets: 17,193,127 38,128,708 Total assets 108,470,162 141,490,432 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Borrowings 20,150,058 17,804,093 Receivable factoring 258,415 423,483 Escrow money payable - 360,207 Client money payable - 4,645,290 Accounts payable, accruals and other payables 59,119,916 53,988,231 Amounts due to related parties 67,697,074 86,488,519 Convertible bonds 1,750,000 10,000,000 Lease liabilities 171,909 152,325 Total current liabilities 149,147,372 173,862,148 Non-current liabilities: Borrowings - 2,506,974 Deferred tax liabilities 876,912 1,246,760 Employee benefit obligation 45,289 59,849 Lease liabilities 156,647 - Other payables - - Total non-current liabilities: 1,078,848 3,813,583 Total liabilities 150,226,220 177,675,731 Commitments and contingencies (Note 21) - - Mezzanine equity - 2,957,948 Shareholders’ deficit: Ordinary shares (US$ 0.0001 par value; 555,000,000 shares authorized 46,527,999 and 33,980,753 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively) (1) 4,653 3,398 Additional paid-in capital 65,638,838 29,227,005 Accumulated deficit ( 131,522,902 ) ( 92,075,379 ) Accumulated other comprehensive income ( 108,122 ) 88,366 Total shareholders’ deficit attributable to Seamless Group Inc. ( 65,987,533 ) ( 62,756,610 ) Non-controlling interests 24,231,475 23,613,363 Total deficit ( 41,756,058 ) ( 39,143,247 ) Total liabilities and shareholders’ deficit 108,470,162 141,490,432 (1) Retrospectively restated to reflect Reverse Recapitalization – See Note 1 and Note 2. The accompanying notes form an integral part of these consolidated financial statements. F- 3 CURRENC GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 2024 2023 Years ended December 31, 2024 2023 US$ US$ Revenue 46,435,412 53,255,361 Cost of revenue ( 31,843,467 ) ( 35,899,057 ) Gross profit 14,591,945 17,356,304 Selling expenses ( 13,408 ) ( 25,880 ) General and administrative expenses ( 41,954,296 ) ( 23,976,209 ) Loss from operations ( 27,375,759 ) ( 6,645,785 ) Finance costs, net ( 8,515,214 ) ( 8,002,552 ) Other income/(loss) ( 2,193,865 ) 839,606 Other expenses ( 163,621 ) ( 85,574 ) Loss before income tax ( 38,248,459 ) ( 13,894,305 ) Income tax expense ( 578,303 ) ( 523,481 ) Net loss ( 38,826,762 ) ( 14,417,786 ) Net income attributable to non-controlling interests ( 648,559 ) ( 888,764 ) Net loss attributable to Seamless Group Inc. ( 39,475,321 ) ( 15,306,550 ) Loss per share, basic and diluted ( 1.03 ) ( 0.45 ) Shares used in loss per share computation, basic and diluted 38,163,168 33,980,753 Other comprehensive income (loss): Foreign currency translation adjustments ( 209,531 ) 10,608 Total comprehensive loss ( 39,036,293 ) ( 14,407,178 ) Total comprehensive income attributable to non-controlling interests ( 649,980 ) ( 871,614 ) Total comprehensive loss attributable to Seamless Group Inc. ( 39,686,273 ) ( 15,278,792 ) (1) Retrospectively restated to reflect Reverse Recapitalization – See Note 1 and Note 2. The accompanying notes form an integral part of these consolidated financial statements. F- 4 CURRENC GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 Number of Shares Common Shares Additional Paid-in Capital Accumulated Deficit Foreign currency translation adjustments Remeasurement of post-employee benefits obligation Total Shareholders’ Deficit Non-controlling Interests Total Deficit Accumulated Other Comprehensive Loss Number of Shares Common Shares Additional Paid-in Capital Accumulated Deficit Foreign currency translation adjustments Remeasurement of post-employee benefits obligation Total Shareholders’ Deficit Non-controlling Interests Total Deficit Balance at January 1, 2023 58,030,000 58,030 29,172,373 ( 76,768,829 ) 40,793 20,505 ( 47,477,128 ) 22,741,749 ( 24,735,379 ) Retroactive application of the recapitalization ( 24,049,247 ) ( 54,632 ) 54,632 — — — — — — Balance at January 1, 2023 (as adjusted) 33,980,753 3,398 29,227,005 ( 76,768,829 ) 40,793 20,505 ( 47,477,128 ) 22,741,749 ( 24,735,379 ) Net loss — — — ( 15,306,550 ) — — ( 15,306,550 ) 888,764 ( 14,417,786 ) Remeasurement for the year — — — — — ( 690 ) ( 690 ) — ( 690 ) Foreign currency translation adjustments — — — — 27,758 — 27,758 ( 17,150 ) 10,608 Balance at December 31, 2023 58,030,000 58,030 29,172,373 ( 92,075,379 ) 68,551 19,815 ( 62,756,610 ) 23,613,363 ( 39,143,247 ) Retroactive application of the recapitalization ( 24,049,247 ) ( 54,632 ) 54,632 - - - - - - Balance at January 1, 2024 (as adjusted) 33,980,753 3,398 29,227,005 ( 92,075,379 ) 68,551 19,815 ( 62,756,610 ) 23,613,363 ( 39,143,247 ) Balance 33,980,753 3,398 29,227,005 ( 92,075,379 ) 68,551 19,815 ( 62,756,610 ) 23,613,363 ( 39,143,247 ) Net loss — — — ( 39,475,321 ) — — ( 39,475,321 ) 648,559 ( 38,826,762 ) Foreign currency translation adjustments — — — — ( 210,952 ) — ( 210,952 ) 1,421 ( 209,531 ) Disposal of subsidiaries - - - 27,798 — — 27,798 — 27,798 Share-based compensation 3,964,324 396 20,869,721 — — — 20,870,117 — 20,870,117 Issuance of share capital (before Business Combination) 2,054,923 206 22,350,001 — — — 22,350,207 — 22,350,207 Business Combination and PIPE Financing 6,527,999 653 ( 6,807,889 ) — — — ( 6,807,236 ) — ( 6,807,236 ) Acquisition of subsidiaries — — — — — — — ( 31,868 ) ( 31,868 ) Remeasurement for the year — — — — — 14,464 14,464 — 14,464 Balance at December 31, 2024 46,527,999 4,653 65,638,838 ( 131,522,902 ) ( 142,401 ) 34,279 ( 65,987,533 ) 24,231,475 ( 41,756,058 ) Balance 46,527,999 4,653 65,638,838 ( 131,522,902 ) ( 142,401 ) 34,279 ( 65,987,533 ) 24,231,475 ( 41,756,058 The accompanying notes form an integral part of these consolidated financial statements. F- 5 CURRENC GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS 2024 2023 Years ended December 31, 2024 2023 US$ US$ Cash flows from operating activities: Net loss ( 38,826,762 ) ( 14,417,786 ) Adjustments to reconcile net loss to net cash provided by operating activities: Non-cash expense for share-based compensation 20,869,721 — Non-cash expense for share issued for service providers 1,000,000 — Non-cash offering costs for convertible note 2,512,000 — Non-cash finance cost for debt conversion 340,159 — Amortization of discount on convertible bonds — 807,860 Depreciation of equipment 525,295 607,138 Depreciation of right-of-use assets 185,107 183,198 Amortization of intangible assets 2,186,175 3,200,843 Reversal of provision for doubtful debts 143,748 — Impairment loss on receivables 3,158,042 — Gain on disposal of subsidiaries ( 21,738,102 ) — Goodwill impairment 14,941,955 — Deferred income taxes 127,660 494,737 Gain on disposal of fixed assets — ( 36,519 ) Unrealized foreign exchange loss/(gain) ( 659,467 ) ( 65,981 ) Changes in operating assets and liabilities: Accounts receivable 140,559 605,202 Prepayments to remittance agents 98,603 ( 45,631 ) Amounts due to immediate holding company ( 393,227 ) ( 391,432 ) Amounts due from related parties 4,183,438 ( 5,348,525 ) Prepayments, receivables and other assets 7,980,401 2,502,972 Escrow money payable 10,386 80,006 Client money payable ( 416,711 ) ( 1,593,194 ) Accounts payable, accruals and other payables 14,220,717 ( 4,827,110 ) Amounts due to related parties ( 6,925,748 ) 3,149,825 Lease liabilities ( 213,709 ) ( 192,097 ) Net cash provided by/(used in) operating activities 3,450,240 ( 15,286,494 ) Cash flows from investing activities: Purchases of property, plant and equipment ( 576,674 ) ( 291,856 ) Proceed received from disposal of property, plant and equipment — 36,679 Decrease in short-term investments — 1,700,000 Cash acquired from business combination 43,508 — Acquisition of a subsidiary ( 31,868 ) — Net cash (used in)/provided by investing activities ( 565,034 ) 1,444,823 Cash flows from financing activities: Proceeds from borrowings 640,935 1,251,752 Repayment of borrowings ( 221,258 ) ( 2,212,067 ) Proceeds from receivable factoring 2,030,659 2,210,415 Repayment of receivable factoring ( 2,183,787 ) ( 2,447,748 ) Proceeds from convertible bonds 1,750,000 — Net cash provided by/(used in) financing activities 2,016,549 ( 1,197,648 ) Net increase/(decrease) in cash and cash equivalents 4,901,755 ( 15,039,319 ) Cash and cash equivalents, restricted cash and escrow money receivable at beginning of year 58,960,384 73,999,703 Cash and cash equivalents, restricted cash and escrow money receivable at end of year 63,862,139 58,960,384 Supplemental disclosure of cash flow information: Income taxes received/(paid) ( 445,530 ) 761,333 Interest paid ( 1,073,407 ) ( 1,819,174 ) The accompanying notes form an integral part of these consolidated financial statements. F- 6 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 Organization and business Currenc Group Inc. (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. Initial Public Offering On November 23, 2021, INFINT consummated its initial public offering (the “Initial Public Offering”) of 17,391,200 units (each a “Unit”) at a price of $ 10.00 per Unit and the sale of 7,032,580 private placement warrants (the “Private Warrants”) at a price of $ 1.00 per Private Warrant in a private placement (the “Private Placement”) to the Sponsor that closed simultaneously with the closing of the Initial Public Offering. On November 23, 2021, the Underwriters exercised their over-allotment option in full, according to which INFINT 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, INFINT generated total gross proceeds of $ 207,795,642 from the Initial Public Offering and the Private Placement, of which INFINT raised $ 199,998,800 in the Initial Public Offering, $ 7,796,842 in the Private Placement and of which $ 202,998,782 was placed in INFINT’s Trust Account with Continental Stock Transfer & Company as trustee, established for the benefit of INFINT’s public shareholders. The Underwriters received a cash underwriting discount of (i) one and one-quarter percent ( 1.25 %) of the gross proceeds of the Initial Public Offering, or $ 2,499,985 , and (ii) one half of a percent ( 0.5 %) in the form of representative shares ( 69,999 INFINT Class B ordinary shares to EF Hutton and 30,000 INFINT Class B ordinary shares to JonesTrading). In addition, the Underwriters were entitled to a deferred fee of three percent ( 3.00 %) of the gross proceeds of the Initial Public Offering, or $ 5,999,964 , upon the closing of the Business Combination, pursuant to the underwriting agreement dated November 18, 2021 (the “Underwriting Agreement”). The deferred fee was partially paid in cash from the amounts held in the Trust Account and partially settled through a promissory note issued upon the closing of the Business Combination 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”). On the Closing Date, INFINT completed a series of transactions (the “Closing”) that resulted in the combination (the “Business Combination”) of INFINT with Seamless. On August 30, 2024, pursuant to the Business Combination Agreement, the Merger Sub merged with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT, and INFINT changed its name to Currenc Group Inc. (“Currenc”). The Company’s ordinary shares are listed on the Nasdaq Capital Market under the symbol “CURR”. As consideration for the Business Combination, Currenc issued to Seamless shareholders an aggregate of 40,000,000 ordinary shares (the “Exchange Consideration”). In addition, Currenc issued 400,000 commitment shares to the private investment in public equity (“PIPE”) investor (as described below) and an aggregate of 200,000 shares to vendors in connection with the Closing, issued promissory notes for approximately $ 5.7 million to EF Hutton LLC (“EF Hutton”), approximately $ 3.2 million to Greenberg Traurig LLP (“Greenberg Traurig”), and $ 603,623 to INFINT Capital LLC (the “Sponsor”), and entered into a $ 1.75 million PIPE Offering, as set forth below. Simultaneous with the closing of the Business Combination, Currenc also completed a series of private financings, issuing a Convertible Note for $ 1.94 million, 400,000 commitment shares, and warrants to purchase 136,110 ordinary shares in a private placement to a PIPE investor (the “PIPE Offering”), which raised $ 1.75 million in net proceeds. F- 7 The Company’s principal subsidiaries at December 31, 2024 are set out below: Schedule of principal subsidiaries Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly Seamless Group Inc. Cayman Islands Investment holding 100 % Dynamic Investment Holdings Limited Cayman Islands Investment holding 100 % Bagus Fintech Pte. Ltd. Singapore Providing business center services — 100 % Dynamic (Asia) Holdings Limited Cayman Islands Investment holding — 100 % Seamless AI Inc. BVI Investment holding — 51 % Seamless Lab Limited Hong Kong Development of AI call center and system integr ation — 51 % Tranglo Sdn. Bhd. Malaysia Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services — 60 % PT Tranglo Indonesia Indonesia Operating money remittance business — 60 % PT Tranglo Solusindo Indonesia Providing and sourcing airtime and other related services — 60 % Tranglo (MEA) Limited Hong Kong Providing and sourcing airtime and other related services — 60 % Tranglo Europe Ltd United Kingdom Operating money remittance business — 60 % Tranglo Pte. Ltd. Singapore Operating money remittance business — 60 % Treatsup Sdn. Bhd. Malaysia Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application — 60 % Dynamic Indonesia Holdings Limited Cayman Islands Investment holding — 100 % Dynamic Indonesia Pte. Ltd. Singapore Retail sales via the internet and development of other software and programming activities — 82.0 % PT Dynamic Wallet Indonesia Indonesia Business operations have not commenced — 82.2 % PT Walletku Indompet Indonesia Indonesia (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher — 82.2 % F- 8 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (a) Basis of presentation and principles of consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Currenc Group Inc. and its majority-owned subsidiaries. Non-controlling interest is recorded in the consolidated financial statements to recognize the minority ownership interest in the consolidated subsidiaries. Non-controlling interest in the profits and losses represent the share of net income or loss allocated to the minority interest holders of the consolidated subsidiaries. All intercompany transactions and balances have been eliminated in these consolidated financial statements. (b) Retroactive Application of Reverse Recapitalization Pursuant to ASC 805-40 Reverse Acquisitions, for financial accounting and reporting purposes, Seamless was deemed the accounting acquirer with INFINT being treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the audited condensed consolidated financial statements of the Company represent a continuation of the financial statements of Seamless, with the Business Combination being treated as the equivalent of Seamless issuing stock for the net assets of INFINT, accompanied by a recapitalization. The net liabilities of INFINT were stated at historical cost, with no goodwill or other intangible assets recorded, and were consolidated with Seamless’ financial statements on the Closing Date. The number of Seamless common shares for all periods prior to the Closing Date have been retrospectively adjusted using the exchange ratio that was established in accordance with the Business Combination Agreement, after adjusting for the share repurchase disclosed in Note 3 (the “Exchange Ratio”). Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Shareholders’ Deficit Pursuant to the terms of the Business Combination Agreement, as part of the Closing, all of the issued and outstanding Seamless common shares were all converted into 40,000,000 ordinary shares of Currenc at an Exchange Ratio of 0.650635750 (after adjusting for the share repurchase). Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Operations and Comprehensive Loss Furthermore, based on the retroactive application of the reverse recapitalization to the Company’s Condensed Consolidated Statements of Changes in Shareholders’ Deficit, Seamless recalculated the weighted-average shares for the pre-Business Combination portion of the years ended December 31, 2024 and 2023. The basic and diluted weighted-average Seamless common shares were retroactively converted to Currenc ordinary shares using the Exchange Ratio to conform to the recast periods (see Note 2 (i), Net income (loss) per share, for additional information). Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Balance Sheets Finally, to conform to the retroactive application of recapitalization to the Company’s Condensed Consolidated Statements of Changes in Shareholders’ Deficit, the Company reclassified the par value of Seamless common shares to additional paid-in capital (“APIC”), less amounts attributable to the par value of the ordinary shares as recast, as of December 31, 2023. Further details of the Reverse Recapitalization are contained in Note 3, Reverse Recapitalization and Related Transactions. F- 9 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (c) 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. As 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, up to $ 10,000,000 worth of ordinary shares. (d) Use of estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, valuation of convertible bonds, income tax, valuation of ESOS and estimates related to lease accounting involving discount rates used in lease calculations (if estimate using incremental borrowing rate) and Lease term assumptions considering exercise of renewal or termination options. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. (e) Foreign currency Foreign subsidiaries have designated the local currency of their respective countries as their functional currency. Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in the consolidated statements of operations and comprehensive loss. Non-monetary items are not subsequently re-measured. The Company uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position, respectively, from the functional currency into the US dollar. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity. F- 10 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (f) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use and with original maturities of three months or less when purchased. (g) Short-term investments Short-term investments include fixed deposits with original maturities of greater than three months but less than one year. (h) Restricted cash Restricted cash includes the balance in the Company’s e-wallet mobile application held by the Company on behalf of the individual e-wallet users. It is the Company’s policy to maintain approximately 110% of the amount deposited in case of immediate cash withdrawal by e-wallet users. It also includes fixed deposits pledged to the banks as security for banking facilities granted to the Company. (i) Accounts receivable Accounts receivable represents the amounts that the Company has an unconditional right to receive. The Company complies with Accounting Standards Codification (“ASC”) 326, which employs an approach based on expected losses to estimate the allowance for doubtful accounts. To measure the expected credit losses, accounts receivable has been grouped based on shared credit risk characteristics and the days past due. For certain large customers or customers with a high risk of default, the Company assesses the risk of loss of each customer individually based on their financial information, past trends of payments and, where applicable, an external credit rating. Also, the Company considers any accounts receivable having financial difficulty or in default with significant balances outstanding for more than 60 days to be credit-impaired, and assesses the risk of loss for each of these accounts individually. The expected loss rates are based on the payment profiles of sales over a period of 12 months from the measurement date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle their debts. The Company has recorded a credit loss of US$ 484,303 and US$ 187,462 as of December 31, 2024 and 2023, respectively. F- 11 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (j) Escrow money receivable Escrow money receivable arises due to the time required to initiate collection from and clear transactions through external merchants. Escrow money receivable represents the money collected by merchants when e-wallet users fund mobile payments through the Company’s e-wallet mobile application, and there is a clearing period before the cash is received or settled, usually up to five business days. Escrow money receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognized at fair value. The Company holds the escrow money receivables with the object to collect the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method. (k) Investment in an equity security The Company elected to record the equity investment in a privately held company using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer. It is subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of the equity security. (l) Equipment, net Equipment, net is stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditures that are directly attributable to the acquisitions of the fixed assets. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to the consolidated statements of operations and comprehensive loss during the year in which they are incurred. Depreciation of equipment is calculated using the straight-line method with no residual values over their estimated useful lives, as follows: Schedule of Depreciation of Equipment Estimated Useful lives Office equipment 10 % Furniture and fittings 10 % Renovation 10 % Signboard 10 % Computer peripherals 33 % Electrical installation 10 % Mobile phone 33 % Motor vehicle 20 % Air conditioners 10 % Store equipment 20 % The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. F- 12 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (k) Equipment, net (Continued) An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals of equipment are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statements of operations and comprehensive loss. (m) Intangible assets, net Intangible assets primarily consist of acquired computer software, developed technologies and trade names and trademarks. These intangible assets are amortized over a period of 5 years, 7 years and 10 years on a straight-line basis, respectively. (n) Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in a business combination. The Company performs goodwill impairment test on annual basis and more frequently upon the occurrence of certain events as defined by ASC 350. Goodwill is impaired when the carrying value of the reporting units exceeds its fair value. 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 amount. 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 remittance business was impaired, and recorded impairment charges of $ 14.9 million. (o) Impairment of long-lived assets other than goodwill Long-lived assets such as equipment and software with finite lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment of the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. During the year 2024, the Company have performed an impairment assessment, determined that the Intangible assets of TNGA and GEA business were impaired, and recorded impairment charges of $ 5.4 million. The Company did not record any impairment of long-lived assets during the years ended December 31 2023. (p) Escrow Money Payable Escrow money payable arises due to the time required to initiate collection from and clear transactions through external merchants. Escrow money payable represents the money paid by merchants when e-wallet users execute mobile payment through the Company’s e-wallet mobile application, and there is a clearing period before the cash is received or settled, usually up to five business days. (q) Client money payable Client money payable relates to the Company’s e-wallet mobile application and is represented by the amounts due to e-wallet users held by the Company. Client money is maintained in the e-wallet until a transfer or withdrawal is requested by the e-wallet users. F- 13 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (r) Convertible bond The Company accounts for convertible debt instruments in accordance with FASB ASU 2020-06, which eliminates the previous requirements to separately recognize an equity component for certain convertible instruments. All convertible debt instruments are accounted for as a single liability measured at amortized cost, unless they meet the criteria for derivative accounting under ASC 815. Under this guidance, there is no longer a separation of liability and equity components, and therefore no allocation of proceeds to an equity component or recognition of a debt discount related to conversion features. Interest expense is recognized based on the contractual coupon rate, eliminating the additional non-cash interest expense that previously resulted from amortizing a debt discount. If a conversion of the bonds occurs at more favorable terms than the original agreement, the Company assesses whether an inducement is present. Any incremental fair value transferred in excess of the fair value of the original securities or consideration issuable is recognized as a debt conversion expense. (s) Fair value of financial instruments ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1 — Observable inputs such as quoted prices in active markets. Level 2 — Inputs other than the quoted prices in active markets that are observable either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that are not active. Level 3 — Unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company elected to apply the fair value option to its PIPE Convertible Notes described in Note 14, Convertible bonds and notes . These financial liabilities were initially measured at its issue-date fair value and is subsequently remeasured at fair value on a recurring basis at each reporting period date. The Company elected to present the fair value and the accrued interest component separately in the statements of operations. Changes in fair value of debt presented in the “Other income” or “Other expenses” line item under other income in the statements of operations. The Company estimates the fair value of its PIPE Convertible Notes using the Income Approach (Binomial Option Pricing Model). The fair value measurement incorporates both observable and unobservable inputs, classified as Level 3 within the fair value hierarchy. The PIPE Convertible Notes were initially recognized on August 31, 2024, upon issuance. As of August 31, 2024, and December 31, 2024, the key assumptions used in the valuation were as follows: Schedule of Key Assumptions Used in Valuation Key Assumptions August 31, 2024 December 31, 2024 Stock Price (USD) 6.28 1.80 Risk-Free Rate (%) 4.11 4.09 Volatility Rate (%) 36.86 47.23 Bond Yield (%) 15.55 13.90 The fair value derived from the Binomial Option Pricing Model reflected changes in market conditions, including fluctuations in stock price, volatility, and credit risk. While the valuation as of December 31, 2024, incorporated updated assumptions, the resulting change in fair value was determined to be negligible. Given the immaterial impact of the valuation changes on the financial statements, management has determined that no adjustment is necessary to the fair value of the PIPE Convertible Notes from the initial recognition date (August 31, 2024) through year-end (December 31, 2024). F- 14 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (t) 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 sheet date. 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 line of products. 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 21) 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. There are also no significant payment terms involved as the Company obtains their fees shortly after charging their c ustomers. F- 15 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) 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. (u) Cost of revenue Costs of revenues consist primarily of agency handling fees, top-up service fees paid to convenience stores, handling charges to banks and credit card providers, amortization of the intangible assets of acquired computer software, developed technologies, cost of digital - pulses, data packages, game vouchers, bill payment, SIM Cards (starter pack) and airtime balance. (v) Advertising and Promotion Costs Advertising and promotion costs are expensed when incurred and are included in general and administrative expenses. The total amount of advertising and promotion costs recognized were US$ 784,818 and US$ 618,661 for the years ended December 31, 2024 and 2023, respectively. (w) Leases According to ASC 842, Leases, lessees are required to record a right-of-use asset and lease liabilities for operating leases. At the lease commencement date, a lessee should measure and record the lease liability equal to the present value of scheduled lease payments discounted using the rate implicit in the lease or the lessee’s incremental borrowing rate, and the right-of-use asset is calculated on the basis of the initial measurement of the lease liability, plus any lease payments at or before the commencement date and direct costs, minus any incentives received. Over the lease term, a lessee must amortize the right-of-use asset and record interest expense on the lease liability. The recognition and classification of lease expenses depend on the classification of the lease as either operating or finance. The Company has elected the practical expedient of the short-term lease exemption for contracts with lease terms of 12 months or less. (x) Employee benefit expenses The Company’s costs related to the staff retirement plans (see Note 16) are charged to the consolidated statements of operations and comprehensive loss as incurred. F- 16 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (y) Income tax Income taxes are recorded in accordance with ASC 740, Income Taxes, which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or its tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized in the foreseeable future. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The accounting guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. Interest and penalties from tax assessments, if any, are included in income taxes in the statements of operations and comprehensive loss. The Company believes it does not have any uncertain tax positions through the years ended December 31, 2024 and 2023, respectively, which would have a material impact on the Company’s consolidated financial statements. (z) Earnings per share Basic earnings per share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. Diluted net earnings per share is calculated by dividing the net loss by the weighted average number of ordinary shares and potentially dilutive securities outstanding for the period. If there is a loss, potentially dilutive securities are not considered, as they would be anti-dilutive. The following tables provide the calculation of basic and diluted net loss per ordinary share for the year ended December 31, 2024, and December 31, 2023: Schedule of basic and diluted net loss per ordinary shares 2024 2023 Year ended December 31, 2024 2023 Numerator: Net loss $ ( 39,475,321 ) $ ( 15,306,550 ) Denominator: Weighted average ordinary shares outstanding 38,163,168 33,980,753 Basic and diluted net (loss) per share $ ( 1.03 ) $ ( 0.45 ) The following table conveys the number of shares that may potentially be dilutive ordinary shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses. The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted loss per share: Schedule of computation of diluted loss per share December 31, 2024 December 31, 2023 Warrants 17,796,765 - Convertible bonds (treasury stock method) 244,515 2,523,557 Anti dilutive securities 244,515 2,523,557 (aa) Warrants The 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, “Derivatives and Hedging” (“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 of 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 judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment (see Note 22, Shareholders’ Deficit , for additional information). F- 17 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of Significant Accounting Policies (Continued) (bb) Segments As the chief operating decision-maker (“CODM”) of the Company, the Chief Executive Officer reviews the financial results when making decisions about allocating resources and assessing the performance of the Company. The Tranglo Sdn BHD and related subsidiaries (“Tranglo”) and PT Walletku Indompet Indonesia (“Walletku”) are all considered operating segments. These have been aggregated into two reportable segments, which are remittance services and sales of airtime, as described in Note 18. Other services are not assigned to a specific reportable segment as their results of operations are immaterial. The remittance segment is operated through Tranglo. Tranglo operates the remittance hub covering Southeast Asia and globally, which in the downstream segment of the remittance business. Management operates, monitors and evaluates the whole remittance business so as to create maximum value for the Company. The Company operates the airtime segment via its international airtime transfer business through Tranglo and its retail airtime trading business locally in Indonesian through WalletKu. As with the remittance segment, management believes maximum synergy and business value can best be achieved by aggregating and managing the airtime business through these two subsidiaries. (cc) Share capital The Company has only one class of common shares authorized, issued and outstanding. (dd) Related parties Entities are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. (ee) Concentrations of credit risk The Company is potentially subject to significant concentration of credit risk arising primarily from cash and cash equivalents, short-term investments, restricted cash, escrow money receivable, deposits, other receivables and amounts due from related parties. As of December 31, 2024, a majority of the Company’s cash and cash equivalents and short-term investments were held at reputable financial institutions with high-credit ratings. In the event of bankruptcy of one of these financial institutions, the Company may not be able to claim its cash and demand deposits back in full, as these deposits are not insured. The Company continues to monitor the financial strength of the financial institutions. The Company’s major concentration of credit risk relates to the amounts owing by four customers (2023: four customers) which constituted approximately 64.9 % (2023: 53 %) of its accounts receivable as of December 31, 2024. The Company has not experienced any losses on its cash and cash equivalents, short-term investments, deposits, other receivables and amounts due from related parties during the year ended December 31, 2024 and 2023 and believes its credit risk to be minimal. The Company does not require collateral or other security to support instruments subject to credit risk. F- 18 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of Significant Accounting Policies (Continued) (ff) Share-based compensation The Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation – Stock Compensation” (“ASC 718”), under which the fair value of awards issued to employees is expensed over the period in which the awards vest. Seamless had an incentive plan approved and adopted on September 13, 2018, namely the 2018 Equity Incentive Plan. Under the 2018 Equity Incentive Plan, a total of 2,591,543 restricted stock units (“RSUs”) and 978,397 options with an exercise price of $ 12.87 had been awarded to certain directors and employees. All RSUs and options granted under the 2018 Incentive Plan had not been vested. The 2018 Incentive Plan was later terminated on July 29, 2022 and replaced by the new 2022 Incentive Plan. All previous awarded RSUs and options under the 2018 Incentive Plan were voided. Under the 2022 Incentive Plan, a total of 5,803,000 Seamless shares were reserved and granted to employees of Seamless. All shares granted under the 2022 Incentive Plan will be vested upon (i) the completion of an IPO or (ii) the completion of a de-SPAC merger, with such vesting occurring upon the Closing of the Business Combination on August 30, 2024. The Incentive shares will then be vested under a trust, with 3,964,324 ordinary shares (part of the 40,000,000 Exchange Consideration Shares) being placed in trust upon the Closing of the Business Combination. The trustee will distribute the vested shares based on vesting schedules. Shares will be vested upon meeting of the vesting conditions: (i) immediately upon the vesting of Incentive shares at the time of completion of IPO or de-SPAC, (ii) on the first anniversary date thereafter, (iii) on the second anniversary date thereafter. As of December 31, 2024, 1,954,086 vested shares have been distributed to the staff, while 2,010,238 vested shares remain in trust. Fair value of the outstanding unvested shares to employee are $ 14,587,799.62 The Company estimates the fair value of awards using an Income Approach (Finnerty method). The Company accounts forfeitures as they occur. For the awards granted on July 29, 2022, the following assumptions were used in the model: Schedule of fair value assumptions of awards Expected Volatility ( 39.84 % to 43.74 %) Expected Dividend Yield ( 0 %) Expected Time to Liquidity ( 0.92 years to 2.92 years) Exercise Price ($ Nil ) Stock price at grant date ($ 6.55 ) Weighted Average Fair Value of 1 Share ($ 5.73 ) The fair value of the awards granted on July 29, 2022 is $ 29,376,811 , after accounting for the forfeiture of 685,453 shares as of December 31, 2024. For the awards granted on August 21, 2024, the following assumptions were used in the model: Schedule of Fair Assumption of Awards Granted Expected Volatility ( 26.65 % to 42.32 %) Expected Dividend Yield ( 0 %) Expected Time to Liquidity ( 0.03 years to 2.03 years) Exercise Price ($ Nil ) Stock price at grant date ($ 6.22 ) Weighted Average Fair Value of 1 Share ($ 5.75 ) On August 30, 2024, Seamless has re-granted 466,573 shares out of the forfeited shares mentioned above. The fair value of the awards granted on August 30, 2024 is $ 2,695,334 . Share-based compensation expense of $ 20,869,721 was recognized under General and administrative expenses for the year ended December 31, 2024. Compensation are measured based on the fair value of awards developed from using an Income Approach (Finnerty method). (gg) Other income and expenses The Company accounts for gain or loss from exchange differences in other income and expenses. (hh) Business combination The Company accounts for business combinations using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations”. Acquisition method accounting requires that the consideration transferred be allocated to the assets, including separately identifiable assets, and liabilities the Company acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the Statement of Operations and Comprehensive Loss. F- 19 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of Significant Accounting Policies (Continued) (ii) Prefunding to remittances partner Prefunding to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future. The prepayments are utilized when a remittance order is executed by the partner and the resulting amount of the order is deducted from the balance with the partner. We allow our remittance partners to prefund their balance through cryptocurrencies. These cryptocurrencies are mainly XRP. Ripple provides the XRP upon request to the Company and our remittance partners. Under applicable accounting standards, we are an agent when facilitating cryptocurrency transactions on behalf of our customers. These cryptocurrencies are held under a bailment arrangement in an account in the Company’s name on behalf of our business partner but they are not Seamless’s assets and therefore, are not reflected as cryptocurrency assets on our consolidated balance sheets. Although the Company does not control the XRP in the bailment account, we are responsible for safeguarding the XRP in the bailment account. Independent Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange (“Pdax”), Betur, Inc. (“Coins.ph”) and Bitstamp Global Limited (“Bitstamp”) (collectively, the “Cryptocurrency Exchanges”) are centralized crypto exchanges which keep the cryptographic keys for each respective XRP wallet and provide the Company with its respective API access keys. The Company is the only party that holds the API access keys that grant it direct access to its XRP wallet maintained on the respective Cryptocurrency Exchange. The Cryptocurrency Exchanges maintain records of all assets deposited by its users and send statements to the Company. The Company reconciles its internal ODL transaction records to the statements received from the Cryptocurrency Exchanges to ensure that these are accurate. The Company has an obligation to protect the API access keys from being abused or stolen. The Company is responsible for any damages caused by loss or theft. Due to the unique risks associated with cryptocurrencies, including technological, legal, and regulatory risks, in accordance with Staff Accounting Bulletin No. 121 (“SAB 121”), we recognize a crypto asset safeguarding liability to reflect our obligation to safeguard the crypto assets held in the bailment account, which is recorded in Accounts payable, accruals and other payables on our consolidated balance sheet. We also recognize a corresponding safeguarding asset which is recorded in Prepayments, receivables and other assets on our consolidated balance sheet. The crypto asset safeguarding liability and corresponding safeguarding asset are measured and recorded at fair value on a recurring basis using prices available in the market we determine to be the principal market at the balance sheet date. The corresponding safeguarding asset may be adjusted for loss events, as applicable. As of December 31, 2024, the Company has not incurred any safeguarding loss events, and therefore, the crypto asset safeguarding liability and corresponding safeguarding asset were recorded at the same value. Safeguarding assets as of December 31, 2024 and 2023 are $ 3,790,176 and $ 1,983,116 respectively. Safeguarding liabilities as of December 31, 2024 and 2023 are $ 3,790,176 and $ 1,983,116 respectively. F- 20 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of Significant Accounting Policies (Continued) (jj) Recent accounting pronouncements (continued) 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): Improvements 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. 121. 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. 3 Reverse Recapitalization and Related Transactions The Merger Sub merged with and into Seamless on the Closing Date, as described in Note 1, Business Combination . Seamless survived the merger as a wholly owned subsidiary of INFINT, and INFINT changed its name to Currenc. Prior to the closing of the Business Combination, Seamless had 58,030,000 shares outstanding and the following transactions occurred immediately prior to the Closing: ● Divested (a) TNG (Asia) Ltd., (b) Future Network Technology Investment Co., Ltd. and (c) GEA Holdings Limited, such that these entities are no longer affiliates; ● Acquired an additional ownership share in Dynamic Indonesia Holdings Limited (“Dynamic Indonesia”), the parent company of the WalletKu operating group, through the exercise by the holder of a put option for 772,970 Seamless shares, such that Seamless controls 82.2 % of Walletku (see Note 19 for more information); ● the applicable holder thereof to exercise, its right to convert Seamless’ outstanding bonds payable into 2,736,287 common shares of Seamless; ● 6,093,000 Seamless shares were issued into a Trust subject to the employee Share Incentive Plan; ● For the purposes of splitting Seamless, GEA and TNG, a one-for-nine share repurchase exercise was undertaken and resulted in 6,153,926 shares repurchased; ● After all the above transactions, Seamless had a total of 61,478,331 shares outstanding. F- 21 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3 Reverse Recapitalization and Related Transactions (Continued) At the effective time of the Reverse Recapitalization: ● The outstanding common shares of Seamless were exchanged for 40,000,000 ordinary shares of the Company issued at $ 10.00 per share (the “Exchange Consideration Shares”); ● The Company converted 4,483,026 Class B ordinary shares previously issued to the Sponsor (“Sponsor Shares”), 1,250,058 Class B ordinary shares previously issued to other founders (“Other Converted Shares”) and 99,999 Class B ordinary shares issued to the underwriters (“Representative Shares”) into 4,483,026 , 1,250,058 and 99,999 ordinary shares, respectively. Class B ordinary shares ceased to exist after the Reverse Recapitalization; ● In connection with the Closing, the Company issued 200,000 shares to vendors and issued promissory notes for an aggregate of approximately $ 9.5 million to EF Hutton, Greenberg Traurig, and the Sponsor (see Note 1, Business Combination , for more details); ● As described in Note 1, Business Combination , the Company raised $ 1.75 million in net proceeds from the PIPE Offering by issuing a Convertible Note with a principal of $ 1.94 million, 400,000 Commitment Shares, and 136,110 Warrants to purchase 136,110 ordinary shares in a private placement to a PIPE investor (see Note 10, Convertible bonds and note, for more information); ● The Company’s outstanding 94,916 Public Shares, 7,796,842 Private Warrants, and 9,999,880 Public Warrants were still outstanding at the time of the Close. Immediately following the Reverse Recapitalization and the PIPE Financing, the Company had 46,527,999 ordinary shares and 17,932,892 warrants outstanding. The number of Currenc ordinary shares issued and outstanding immediately following the consummation of the Reverse Recapitalization were as follows: Schedule of ordinary shares issued and outstanding Exchange Consideration Shares 40,000,000 Public Shares 94,916 Sponsor Shares 4,483,026 Other Converted Shares 1,250,058 Representative Shares 99,999 Vendor Shares 200,000 PIPE Commitment Shares 400,000 Total Shares issued and outstanding 46,527,999 At the closing of the Business Combination, $ 56.0 million remained in the Company’s trust account, of which $ 54.8 million was used to pay public shareholders who exercised redemption rights, $ 0.8 million was used to pay outstanding fees and expenses of INFINT incurred in connection with the Business Combination, and $ 0.3 million was used to partially repay deferred underwriting fees, with no balance remaining for working capital and general corporate purposes of Currenc. Simultaneous with the closing of the Business Combination, Currenc completed the PIPE Offering, resulted in gross proceeds of $ 1.75 million, of which $ 0.8 million was used to pay outstanding fees and expenses of INFINT, $ 0.5 million was used to pay a directors and officers insurance premium, and $ 0.4 million was used to pay outstanding fees and expenses of Seamless. Due to their subjective nature, any potential transaction-related costs (including legal, accounting and other professional fees) have been expensed as incurred on the respective company’s financial statements. Pre-Closing costs of INFINT were expensed as incurred in their records and are recorded to additional paid-in capital upon Reverse Recapitalization. Pre-Closing costs of Seamless were expensed as incurred and are included in the historical financial statements presented. Post-Closing, any such costs of Currenc are being expensed as incurred in the financial statements presented. The net liabilities of INFINT were recognized at their carrying value immediately prior to the Closing with no goodwill or other intangible assets recorded and were as follows: Schedule other intangible assets Cash overdraft $ ( 187 ) Accrued expenses ( 5,364,533 ) Accrued expenses – Sponsor (1) ( 278,623 ) Accrued expenses ( 278,623 ) Deferred underwriter fee payable ( 5,699,964 ) Promissory note – Sponsor ( 325,000 ) Promissory note – Seamless (2) ( 500,291 ) Promissory note ( 500,291 ) Net liabilities assumed $ ( 12,168,598 ) (1) Converted into new promissory note – Sponsor upon the Closing of the Business Combination. (2) Eliminates against the corresponding receivable reflected by Seamless. F- 22 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4 Accounts receivable, net Schedule of accounts receivable, net 2024 2023 December 31, 2024 2023 US$ US$ Accounts receivable 2,599,984 2,638,333 Expected credit losses ( 484,303 ) ( 187,462 ) Accounts receivable, net 2,115,681 2,450,871 The movements in allowance for credit losses are as follows: Schedule of movements in allowance for credit losses 2024 2023 December 31, 2024 2023 US$ US$ Balance at the beginning of year 187,462 117,195 Additional for the year 296,841 70,267 Balance at the end of year 484,303 187,462 5 Prepayments, receivables and other assets Schedule of prepayments, receivables and other assets 2024 2023 December 31, 2024 2023 US$ US$ Contract asset 3,454,309 6,888,954 Safeguarding assets 3,790,176 1,983,116 Other receivables 89,029 100,144 Prefunding to remittances partner 13,829,321 21,082,897 Deposits 316,872 1,402,729 Goods and services tax/ Value-added tax recoverable 27,680 26,493 Prepayments 1,259,527 553,258 Airtime stock 498,728 607,308 Inventory 89,111 125,603 Current tax recoverable 297,323 360,358 Others 1,086,316 1,094,379 Prepayments, receivables and other assets 24,738,392 34,225,239 Inventory refers to resalable prepaid balance made to supplier on airtime, data package and phone cards. Movement of contract assets are as follows: Schedule of movement of contract assets 2024 2023 December 31, 2024 2023 US$ US$ As at January 1 6,888,954 4,657,799 Rights of consideration for service rendered but not billed ( 3,434,645 ) 2,231,155 As at December 31 3,454,309 6,888,954 F- 23 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6 Investment in an equity security Investment in an unquoted equity security as of December 31, 2024 and 2023 consisted of the following: Schedule of investment in an equity security 2024 2023 December 31, 2024 2023 US$ US$ K Hub 0.54 % - 100,000 No impairment was recorded as of December 31, 2023 as the Company evaluated the decline in fair value of the investment below its book value was not other-than-temporary. Investment in an equity security refers to assets held by GEA. The entities has been deconsolidated during the year 2024 and related assets were derecognised. 7 Equipment, net Equipment, net as of December 31, 2024 and 2023 consisted of the following: Schedule of equipment 2024 2023 December 31, 2024 2023 US$ US$ Office equipment 427,479 489,396 Furniture and fittings 160,334 303,331 Renovation 306,218 1,741,702 Signboard 2,195 2,195 Computer peripherals 2,458,627 3,301,853 Electrical installation 46,492 46,492 Mobile phone 1,934 10,022 Motor vehicle 14,536 14,536 Air conditioners 8,367 8,367 Total 3,426,182 5,917,894 Less: accumulated depreciation ( 2,370,662 ) ( 4,901,404 ) Equipment, net 1,055,520 1,016,490 Depreciation expenses of US$ 446,485 and US$ 607,138 were recorded in general and administrative expenses for the years ended December 31, 2024 and 2023, respectively. 8 Intangible assets, net Intangible assets, net as of December 31, 2024 and 2023 consisted of the following: Schedule of intangible assets, net 2024 2023 December 31, 2024 2023 US$ US$ Software - 22,778,055 Developed technologies 5,853,354 5,853,354 Trade names and trademarks 7,043,640 7,043,640 Total 12,896,994 35,675,049 Less: accumulated amortization ( 9,510,877 ) ( 26,483,336 ) Intangible assets, net 3,386,117 9,191,713 Software mainly represent assets held by TNGA and GEA. The entities has been deconsolidated during the year 2024 and related assets were derecognised. Amortization expenses of US$ 956,956 and US$ 1,614,741 were recorded in cost of revenue and general and administrative expenses respectively, for the year ended December 31, 2024. Amortization expenses of US$ 1,587,906 and US$ 1,612,937 were recorded in cost of revenue and general and administrative expenses respectively, for the year ended December 31, 2023. F- 24 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8 Intangible assets, net (Continued) As of December 31, 2024, the estimated future amortization expense for each of the next five years and thereafter was as follows: Schedule of estimated future amortization expense Amortization US$ For the year ending December 31, 2025 1,540,557 2026 1,540,557 2027 305,003 2028 — Thereafter — Total 3,386,117 9 Goodwill Changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows: Schedule of goodwill Goodwill Gross Impairment Net US$ US$ US$ Balance as of January 1, 2023 and December 31, 2023 27,001,383 - 27,001,383 Goodwill impairment during the year - ( 14,941,955 ) ( 14,941,955 ) Balance as of December 31, 2024 27,001,383 ( 14,941,955 ) 12,059,428 During the year ended December 31, 2024, the Company performed the annual assessment, determined that the goodwill associated with the Indonesian airtime business was impaired, and recorded impairment charges of $ 14.9 million. During the year ended December 31, 2024, Currenc Group Inc. recognized a goodwill impairment loss of $ 5.4 million related to the Airtime reporting unit. The impairment was primarily driven by the deterioration of business performance of Walletku. The impairment was identified following the annual goodwill impairment testing. The Walletku reporting unit’s financial performance had significantly underperformed expectations due to limited growth in Indonesian market. In addition, the reporting unit’s forecasted growth rates were revised based on current market conditions and customer trends. The goodwill impairment loss recognized was $ 5.4 million. The fair value of the reporting unit was determined using discounted cash flow (DCF) approach. The DCF method involved projecting the future cash flows of the Walletku reporting unit over a 5-year period and applying a discount rate of 16.0 %. The fair value of the Walletku reporting unit was determined using a Level 3 inputs (e.g., projected cash flows, discount rate). The fair value measurement incorporated unobservable inputs, including: Discount rate: 16 % Revenue growth rate: Walletku Digital: 0 % Walletku Indosat: 4 to 11 % Operating gross profit margin: Walletku Digital: 2.1 % Walletku Indosat: 9.9 % During the year ended December 31, 2024, Currenc Group Inc. recognized a goodwill impairment loss of $ 9.5 million related to the Remittance reporting unit. The impairment was primarily driven by the slow down of business growth of Tranglo. The impairment was identified following the annual goodwill impairment testing. The reporting unit’s forecasted growth rates were revised based on current market conditions and customer trends. The goodwill impairment loss recognized was $ 9.5 million. The fair value of the reporting unit was determined using discounted cash flow (DCF) approach. The DCF method involved projecting the future cash flows of the Tranglo reporting unit over a 5-year period and applying a discount rate of 15.2 %. The fair value of the Tranglo reporting unit was determined using a Level 3 inputs (e.g., projected cash flows, discount rate). The fair value measurement incorporated unobservable inputs, including: Discount rate: 15.2 % Revenue growth rate: Tranglo Remittance: 4.5 % to 9.8 % Tranglo Airtime: - 10 % to 0 % Operating gross profit margin: Tranglo Remittance: 67.6 % Tranglo Airtime: 13.9 % These inputs were derived from management’s internal forecasts and expectations, with adjustments for external market conditions. 10 Leases The Company entered into operating leases for computer peripherals and office properties in Malaysia and Indonesia. The leases in Malaysia included an option to renew for a one year term. None of the renewal options have been included in the measurement of the leases. The Company also entered into finance lease for computer peripherals. F- 25 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10 Leases (Continued) Right-of-use assets and lease liabilities, as of December 31, 2024 and 2023, are as follows: Schedule of right-of-use assets and lease liabilities Line Items 2024 2023 Financial Statement December 31, Line Items 2024 2023 US$ US$ Right-of-use assets: Operating lease Right-of-use assets 349,240 154,234 Total right-of-use assets 349,240 154,234 Lease liabilities: Current liabilities Operating lease Current portion of lease liabilities 171,909 152,325 Total operating lease 171,909 152,325 Non-current liabilities Operating lease Other payables 156,647 - Total non-current operating lease 156,647 - The components of lease costs are as follows: Schedule of lease costs 2024 2023 Years ended December 31, 2024 2023 US$ US$ Operating lease costs 644,730 1,123,046 Short-term lease costs 82,596 141,889 Finance lease costs: Depreciation - - Interest on finance lease liabilities - - Total lease costs 727,326 1,264,935 Other information related to leases is as follows: Schedule of other information related to leases December 31, 2024 US$ Weighted Average Remaining Lease Term Operating lease 16.5 Weighted Average Discount Rate Operating lease 8.6 % Cash flows related to leases are as follows: Schedule of cash flows related to leases 2024 2023 Years ended December 31, 2024 2023 US$ US$ Cash flows from operating activities: Payments for operating lease liabilities 213,708 199,447 Cash flows from financing activities: Principal payments on finance lease obligation - - Supplemental Cash Flow Data: Right-of-use assets obtained in exchange for new operating lease obligations 388,020 7,350 Future minimum lease payments under non-cancellable operating leases as of December 31, 2024 are as follows: Schedule of future minimum lease payments under non-cancellable operating leases Operating lease US$ For the year ending December 31, 2025 194,984 2026 162,487 Total future minimum lease payment 357,471 Less: imputed interest ( 28,915 ) Total lease liabilities 328,556 F- 26 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 11 Borrowings Schedule of borrowings 2024 2023 December 31, 2024 2023 US$ US$ Short-term borrowings (i) 7,565,887 8,772,710 Long-term borrowings (ii) 3,684,171 11,538,357 Less: current maturities ( 3,684,171 ) ( 9,031,383 ) Non-current maturities - 2,506,974 (i) As of December 31, 2024 and 2023, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from Nil to 24.0 % and 15.0 % to 24.0 % per annum, respectively. As of December 31, 2024 and December 31, 2023, the weighted average interest rate of these borrowings was 13.7 % and 22.6 % per annum, respectively. The borrowings are denominated in Hong Kong Dollar (“HK$”) and United States Dollar (“US$”). (ii) As of December 31, 2023, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0 % to 24.0 % per annum, respectively. As of December 31, 2023, the weighted average interest rate of these borrowings was 13.1 % per annum. The borrowings are denominated in HK$ and US$. As of December 31, 2024 and December 31, 2023, the Company obtained loans from two members of management of the Company. A loan of HK$ 12.3 million (equivalent to US$ 1.6 million) has been provided by Mr. Alexander Kong, the Chairman, at an interest rate of 12 % per annum. Another loan of HK$ 3.6 million (equivalent to US$ 0.5 million) has been provided by Dr. Ronnie Hui, the Chief Executive Officer, at an interest rate of 12 % per annum. As of December 31, 2024, loans of US$ 7.9 million were guaranteed by Mr. Alexander Kong (2023: US$ 8.7 million). Interest expense during the year ended December 31, 2024 and 2023 was US$ 8,515,214 and US$ 8,002,552 , respectively. In connection with the Business Combination, the Company executed several unsecured promissory notes on August 30, 2024: (i) Promissory Notes to Third Parties On August 30, 2024, the Company issued unsecured promissory notes for approximately $ 5.7 million to EF Hutton to settle the balance of deferred underwriting fees and approximately $ 3.2 million to Greenberg Traurig to settle the balance of legal fees. The outstanding amount under the loans as of December 31, 2024 was approximately $ 8.9 million. (ii) Promissory Note to Related Party On August 30, 2024, the Company issued a promissory note to the Sponsor for $ 603,623 , replacing the existing unsecured promissory note with an outstanding amount of $ 325,000 dated September 13, 2023, for financing working capital expenses. As of December 31, 2024, the new promissory note had an outstanding balance of $ 603,623 . The promissory notes to third parties and related party do not bear interest, and the principal balances are payable in equal monthly installments over terms of less than one year. The notes are subject to customary events of default and financing closure above a certain threshold, which, if triggered, would cause the unpaid principal balance and all other sums payable under the notes to become immediately due and payable. The fair value of the Company’s notes approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. F- 27 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 11 Borrowings (continued) As of December 31, 2024, the long-term borrowings will be due according to the following schedule: Schedule of long term borrowings Principal amounts US$ For the year ending December 31, 2025 3,684,171 2026 - 2027 - Total 3,684,171 The carrying values of short-term borrowings approximate their fair values due to their short-term maturities. The Company’s long-term borrowing are subject to both fixed and floating interest rates. The carrying values of each type of these borrowings approximate their fair values as the interest rates reflect the rates offered to other entities with similar characteristics to Seamless. 12 Receivables factoring The receivables factoring facility represents an interest-bearing loan for an amount of US$ 258,415 (2023: US$ 423,483 ) based on terms and conditions set out in the facility agreement dated January 10, 2019 and further revised on April 22, 2021. The loan is secured, bears an effective interest rate of 9.8 % (2023: 9.9 %) per annum calculated on a daily rest basis at the end of the reporting period. Principal and interest are to be repaid within 120 (2023: 120) days from the date of each invoice. The weighted average interest rate as of December 31, 2024 and 2023 was 9.8 % and 9.9 % per annum, respectively. Interest expense during the years ended December 31, 2024 and 2023 was US$ 57,068 and US$ 62,441 , respectively. 13 Accounts payable, accruals and other payables Accounts payable, accruals and other payables consisted of the following: Schedule of accounts payable, accruals and other payables December 31, 2024 2023 US$ US$ Accounts payable 13,701 10,541 Safeguarding liabilities 3,790,176 1,983,116 Accruals 5,870,005 5,424,194 Prefunding from remittance customers 44,259,266 35,584,882 Incentives received for credit card program - 699,655 Prefunding from airtime customers 671,214 758,419 Current portion of finance lease liabilities - - Cash received for the subscription of Convertible Promissory Note - 1,056,765 Accrued interest 3,824,009 7,614,719 Tax payable 155,641 29,808 Other payables 535,904 826,132 Accounts payable, accruals and other payables 59,119,916 53,988,231 F- 28 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14 Convertible bonds Schedule of convertible bonds 2024 2023 December 31, 2024 2023 US$ US$ Convertible Bond E - 10,000,000 Convertible Promissory Note 1,750,000 10,000,000 Total principal 1,750,000 10,000,000 Less: unamortized debt discount - - Net carrying amount 1,750,000 10,000,000 Less: maturing within one year - ( 10,000,000 ) Mature after one year 1,750,000 - Convertible Bond On September 14, 2023, the parties entered into the Third Amendment Agreement for the purpose of, among others, reviewing and amending certain terms and conditions under the Amended and Restated Convertible Bond Instrument, and further the Company has been authorized by a resolution of its board of directors dated September 11, 2023 to create and issue a US$ 10,000,000 15 % secured guaranteed convertible bonds (the “Convertible Bonds”) and to replace and terminate the Amended and Restated Convertible Bond Instrument (the “Second Amended and Restated Convertible Bond Instrument” or the “Convertible Bond Instrument”). On August 30, 2024, the Lender has converted the convertible bond into the shares of Seamless. A total amount of principal plus accrued interest of US$ 17 million has been converted into equity of Seamless. In accounting for the issuance of the convertible bonds, the Company determined that, as the embedded conversion feature is indexed to the Company’s stock, the conversion option is eligible for the scope exception of ASC 815-10-15-74(a), and does not have to be bifurcated from the debt host and accounted for as a derivative. In accordance with Accounting Standards Update (ASU) 2020-06, which became effective for fiscal years beginning after December 15, 2023, the Company adopted the guidance for convertible debt instruments starting January 1, 2024. As a result, the Company has accounted for its Convertible Promissory Note as a single liability. This update significantly simplifies the accounting for convertible debt by eliminating the bifurcation of the debt and equity components. Under ASU 2020-06, convertible debt is accounted for as a single liability instrument, with no separate allocation to an equity component or beneficial conversion feature. The Convertible Bonds were initially recorded as a liability at their issuance-date fair value, with no separate recognition of a debt discount related to a beneficial conversion feature. Upon conversion, the carrying amount of the Convertible Bonds, including accrued interest, was reclassified to equity, with no gain or loss recognized. The accounting change has been applied retrospectively to prior periods presented, as if the updated policy had always been in effect. However, since the Convertible Bonds were already accounted for as a single liability in prior periods with no bifurcation into equity, the adoption of ASU 2020-06 had no impact on classification or measurement. F- 29 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14 Convertible bonds (Continued) P rivate investment in public equity (“PIPE”) Financing On August 30, 2024, the Company entered into a Convertible Note Purchase Agreement (“Note Purchase Agreement”) with the PIPE Investor (the “Noteholder”), pursuant to the terms of the agreement, the Company issued to the Noteholder the following: (i) 400,000 Currenc ordinary shares of as a commitment fee (“Commitment Shares”, (ii) a Convertible Promissory Note with principal amount of $ 1,944,444 , and (iii) 136,110 Warrants to buy 136,110 Currenc ordinary shares with an exercise price of $ 11.50 per share. In exchange for the issuances of the Commitment Shares, the Convertible Promissory Note and Warrants, the Company received from the Noteholder proceeds of $ 1,750,000 . On issuance, the Convertible Promissory Note had a fair value of $ 1,750,000 and matures on the eighteen-month anniversary date of the issuance of such convertible promissory note (“Maturity Date”) and bears interest at a rate of 12 % per annum. This interest is due in either cash or stock quarterly on each March 31, June 30, September 30, and December 31, of each year commencing August 31, 2024. In case of an event of default, the outstanding principal and any accrued but unpaid interest will become immediately repayable. The Convertible Promissory Note is convertible by the Noteholder at any time prior to the Maturity Date at $ 10.00 per Ordinary Share (“Conversion Rate”). The Company also has the right to convert the Convertible Promissory Note at any time prior to the Maturity Date at 105% of the Conversion Rate. The Company has the right to prepay the Convertible Promissory Note in full at any time for 120% of total outstanding balance after providing at least thirty (30) Business Days advance written notice of such intent. The fair value of the 400,000 Commitment Shares amounted to $ 2,512,000 , which is expensed upon issuance as a cost of debt carried at fair value with an offsetting increase to equity. As of December 31, 2024, the Convertible Promissory Note had a fair value of $ 1,750,000 . See Note 2(l), Fair value measurement, for further details surrounding the fair value assumptions. The principal amount of $ 1,944,444 is still outstanding as of December 31, 2024, as no repayments were made during the period ended December 31, 2024. The 136,110 Warrants expire at the earlier of five years from issuance and the liquidation of the Company, as defined in the Warrant Agreement. The warrant is treated as an equity instrument based on terms in the Warrant Agreement. The proceeds received for this transaction are allocated first to the Convertible Promissory Note and any residual proceeds are allocated to the Warrant. Upon the issuance of Convertible Promissory Note and Warranty, cash of $ 1,750,000 was received. Convertible Promissory Note has a fair value of $ 2,000,000 and the Warrants were allocated a value of zero on issuance. The Company estimates the fair value of its PIPE Convertible Notes using the Income Approach (Binomial Option Pricing Model). The fair value measurement incorporates both observable and unobservable inputs, classified as Level 3 within the fair value hierarchy. The PIPE Convertible Notes were initially recognized on August 31, 2024, upon issuance. As of August 31, 2024, and December 31, 2024, the key assumptions used in the valuation were as follows: Schedule of assumptions used in determining the fair value convertible note Key Assumptions August 31, 2024 December 31, 2024 Stock Price (USD) 6.28 1.80 Risk-Free Rate (%) 4.11 4.09 Volatility Rate (%) 36.86 47.23 Bond Yield (%) 15.55 13.90 The fair value derived from the Binomial Option Pricing Model reflected changes in market conditions, including fluctuations in stock price, volatility, and credit risk. While the valuation as of December 31, 2024, incorporated updated assumptions, the resulting change in fair value was determined to be negligible. Given the immaterial impact of the valuation changes on the financial statements, management has determined that no adjustment is necessary to the fair value of the PIPE Convertible Notes from the initial recognition date (August 31, 2024) through year-end (December 31, 2024). F- 30 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 15 Revenue Schedule of revenue 2024 2023 Years end December 31, 2024 2023 US$ US$ Timing of revenue recognition - at point in time Remittance services - - Fiat remittance 21,592,260 25,287,487 ODL remittance 880,171 1,407,709 Sales of Airtime 23,840,573 26,398,707 Other services 122,408 161,458 Revenue 46,435,412 53,255,361 16 Defined contribution plans The Company contributes to an employment provident fund in respect of its employees in Hong Kong, Malaysia, and a central provision fund run by the Singapore government in respect of its employees in Singapore. The expenses related to these plans were US$ 730,779 and US$ 714,855 for the years ended December 31, 2024 and 2023, respectively. 17 Income tax The Company’s loss before income tax consists of: Schedule of Income before income tax 2024 2023 Years ended December 31, 2024 2023 US$ US$ Malaysia 1,126,832 2,042,746 Indonesia ( 723,350 ) ( 786,490 ) Hong Kong ( 38,651,082 ) ( 15,141,598 ) Others ( 859 ) ( 8,963 ) Loss before income tax ( 38,248,459 ) ( 13,894,305 ) The Company is incorporated in Cayman Islands and is not subject to corporate income tax under its relevant regulations. For the Company’s subsidiaries incorporated in Hong Kong, they are subject to a corporate tax rate of 16.5 % on the assessable profits arising from Hong Kong. For the Company’s subsidiaries incorporated in Malaysia, they are subject to corporate tax rate on 24 % on the assessable profits arising from Malaysia. For the Company’s subsidiaries incorporated in Indonesia, they are subject to a corporate tax rate of 22 % on the assessable profits arising from Indonesia. For the Company’s subsidiary incorporated in Singapore, it is subject to a corporate tax rate of 17 % on the assessable profits arising from Singapore. No provision for Singapore profits tax has been made in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2024 and 2023. For the Company’s subsidiary incorporated in United Kingdom, it is subject to a corporate tax rate of 19 % on the assessable profits arising from United Kingdom. No provision for United Kingdom profits tax has been made in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2024 and 2023. F- 31 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17 Income tax (Continued) Income tax expense consists of: Schedule of Income Tax Expenses 2024 2023 Years ended December 31, 2024 2023 US$ US$ Income tax expense 534,661 797,147 Deferred income tax benefit 43,642 ( 273,666 ) Total income tax expense 578,303 523,481 A reconciliation of the income tax expense to the amount computed by applying the current statutory tax rate to the income before income tax in the consolidated statements of operations and comprehensive loss is as follows: Schedule of Effective Income Tax Rate Reconciliation 2024 2023 Years ended December 31, 2024 2023 US$ US$ Income before income tax ( 28,748,459 ) ( 13,894,305 ) Tax calculated at Hong Kong profits tax rate ( 4,743,494 ) ( 2,292,560 ) Effect of different tax rates applicable to different jurisdictions 6,683,940 1,637,665 Income not subject to tax ( 8,328,873 ) ( 48,307 ) Non-deductible expenses 5,705,763 132,796 Change in valuation allowance 1,041,756 846,827 Underprovision of current tax in the previous financial year 31,902 125,217 Tax effect on deductible temporary differences 7,946 7,918 Others 179,363 113,925 Income tax 578,303 523,481 The Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 are attributable to the following: Schedule of Deferred Tax Assets and Liabilities 2024 2023 December 31, 2024 2023 US$ US$ Deferred tax assets Tax losses carried forward 8,193,135 8,266,115 Equipment ( 82,885 ) ( 65,050 ) Accrued expenses 419,001 296,576 Others 82,657 54,560 Total deferred tax assets 8,611,908 8,552,201 Valuation allowance ( 8,269,086 ) ( 7,887,313 ) Total deferred tax assets 342,822 664,888 Deferred tax liabilities Fixed assets — Intangible assets ( 876,875 ) ( 1,184,987 ) Others ( 37 ) ( 61,773 ) Total deferred tax liabilities ( 876,912 ) ( 1,246,760 ) Net deferred tax liabilities ( 534,090 ) ( 581,872 ) F- 32 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17 Income tax (Continued) As of December 31, 2024 and 2023, management has recorded a valuation allowance on certain deferred tax assets where management believes that after considering all of the available evidence, it is more likely than not that some portion or all will not be realized in the foreseeable future. The ultimate realization of deferred tax assets depends on the generation of future taxable income in which those temporary differences and carry forwards become deductible. As of December 31, 2024 and 2023, the accumulated tax losses of subsidiaries can be carried forward to offset against future taxable profits. The tax loss for the subsidiary incorporated in Hong Kong is US$ 66,424 and US$ 47,778,609 as of December 31, 2024 and 2023, respectively, which can be carried forward indefinitely. As of December 31, 2024 and 2023, the accumulated tax losses of subsidiaries can be carried forward to offset against future taxable profits. The tax loss for the subsidiary incorporated in Singapore is US$ 73,524 and US$ 94,611 as of December 31, 2024 and 2023, respectively, which can be carried forward indefinitely. The tax loss in the subsidiary incorporated in United Kingdom is US$ Nil and US$ 517,015 as of December 31, 2024 and 2023, respectively, which can be carried forward indefinitely. The tax loss in the subsidiaries incorporated in Indonesia is US$ 2,099,326 and US$ 2,349,921 as of December 31, 2024 and 2023, respectively, which will expire, if unused, in the year ending December 31, 2024. The tax loss in the subsidiaries incorporated in Malaysia is US$ Nil and US$ 8,439 as of December 31, 2024 and 2023, respectively, which will expire, if unused, in the year ending December 31, 2031. 18 Segments Schedule of segment reporting for revenue 2024 2023 Years ended December 31, 2024 2023 US$ US$ Revenue Remittance services Fiat remittance 21,592,260 25,287,487 ODL remittance 880,171 1,407,709 Sales of Airtime 23,840,573 26,398,707 Other services 122,408 161,458 Revenue 46,435,412 53,255,361 2024 2023 Years ended December 31, 2024 2023 US$ US$ Cost of sales Remittance services ( 9,475,812 ) ( 11,375,525 ) Sales of Airtime ( 21,999,692 ) ( 24,206,112 ) Other services ( 367,963 ) ( 317,419 ) Cost of sales ( 31,843,467 ) ( 35,899,057 ) 2024 2023 Years ended December 31, 2024 2023 US$ US$ Gross Profit Remittance services 12,996,619 15,319,671 Sales of Airtime 1,840,881 2,192,595 Other services ( 245,555 ) ( 155,962 ) Gross Profit 14,591,945 17,356,304 F- 33 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18 Segments (Continued) The following table sets forth the Expenditures for additions to long-lived assets other than goodwill and acquired intangible assets: Schedule of forth the expenditures for long-lived assets other than goodwill 2024 2023 December 31, 2024 2023 US$ US$ Remittance services expense 582,256 302,950 Sales of Airtime - - Other services - - Long-lived assets 582,256 302,950 The following table sets forth the revenues by geographical area: Schedule of forth the revenues by geographical area 2024 2023 Years ended December 31, 2024 2023 US$ US$ Revenue Hong Kong 4,370,290 9,726,364 Malaysia 27,560,318 29,317,906 Indonesia 14,504,804 14,211,091 Total Revenue 46,435,412 53,255,361 The following table sets forth the long-lived assets other than goodwill and intangible assets by geographical area: Schedule of forth the long-lived assets other than goodwill and intangible assets by geographical area 2024 2023 December 31, 2024 2023 US$ US$ Long-lived assets other than goodwill and acquired intangible assets Hong Kong - 4,368,106 Malaysia 1,352,906 1,005,601 Indonesia 51,854 62,056 Long-lived assets other than goodwill and acquired intangible assets gross 1,404,760 5,435,763 Add: Non-disclose items Investment in an equity security - 100,000 Deferred tax assets 342,822 664,888 Goodwill 12,059,428 27,001,383 Acquired intangible assets 3,386,117 4,926,674 Long-lived assets other than goodwill and acquired intangible assets 15,788,367 33,001,041 F- 34 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18 Segments (Continued) The following table sets forth the goodwill by reportable segments: Schedule of forth the goodwill by reportable segments 2024 2023 December 31, 2024 2023 US$ US$ Remittance services 12,919,935 12,921,592 Sales of Airtime 8,639,493 14,079,791 Total goodwill 21,559,428 27,001,383 19 Acquisition of Dynamic Indonesia Holdings Limited On June 2, 2022, Dynamic Indonesia Holdings Limited and its two shareholders, Dynamic Investment Holdings Limited and Noble Tack International Limited, entered into a Subscription Agreement (“Subscription”) whereby Dynamic Indonesia Holdings Limited will offer the shareholders to subscribe to 5,000 shares of the Company in five equal tranches. Only Dynamic Investment Holdings Limited subscribed to the first tranche, and upon completion of its purchase of 1,000 shares on June 2, 2022 for $ 200,000 , Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from 49 % to approximately 51 %. As a subsidiary of the Company, Dynamic Indonesia Holdings Limited’s financial performance has been included in the Company’s interim condensed consolidated financial statements from the date of acquisition. The allocation of the purchase price as of the date of acquisition is summarized as follows: Schedule of purchase price of acquisition US$ Net assets acquired (i) ( 1,510,899 ) Goodwill (Note 9) (ii) 7,771,855 Non-controlling interests (iii) ( 3,931,441 ) Total 2,329,515 Total purchase price is comprised of: Cash consideration 200,000 Fair value of previously held equity interests 2,129,515 Total 2,329,515 (i) Net assets acquired primarily included accounts receivables and other receivables of approximately US$ 0.6 million, property and equipment of approximately US$ 0.2 million, operating lease right-of-use assets relating to land use rights of approximately US$ 0.1 million and other assets of approximately US$ 1.6 million and liabilities of approximately US$ 4.1 million as of the date of acquisition. F- 35 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 19 Acquisition of Dynamic Indonesia Holdings Limited (Continued) (ii) Goodwill arose on the acquisition from the expected synergies from combining our existing airtime operations with those of Dynamic Indonesia Holdings Limited. (iii) An independent valuation firm was hired by Noble Tack International Limited to value it shares in Dynamic Indonesia at approximately the date of the acquisition. The firm used market approach Price-to-Sales multiple-based methodology to determine the value. On June 2, 2022, in conjunction with the share purchase described above, the Company granted a put option to Noble Tack International Limited. The put option grants the holder the right to convert its equity interest in and loan to Dynamic Indonesia Holdings Limited into equity of the Company as defined in the agreement. The option is valid for two years. On October 3, 2022 only Dynamic Investment Holdings Limited subscribed to the second tranche, and upon completion of its purchase of 1,000 shares for $ 200,000 , Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 51 % to approximately 54 %. On February 3, 2023 only Dynamic Investment Holdings Limited subscribed to the third tranche, and upon completion of its purchase of 1,000 shares for $ 200,000 , Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 54 % to approximately 56 %. On June 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fourth tranche, and upon completion of its purchase of 1,000 shares for $ 200,000 , Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 56 % to approximately 57 %. On October 5, 2023 only Dynamic Investment Holdings Limited subscribed to the fifth tranche, and upon completion of its purchase of 1,000 shares for $ 200,000 , Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 57 % to approximately 59 %. On August 30, 2024 Noble Tack International Limited has exercise its right to convert its equity interest in and loan to Dynamic Indonesia Holdings Limited into equity of the Company. After the conversion, Dynamic Investments Holdings Limited increased its ownership of Dynamic Indonesia Holdings Limited from approximately 59 % to 100 %. After the acquisition, the Company has obtained 82.2% control over PT Walletku Indompet Indonesia. The following amounts of the acquiree since the acquisition date are included in the December 2024 consolidated statement of operations. Schedule of acquisition of consolidated statements of operations 2024 2023 US$ US$ Revenue 14,584,434 14,211,091 Loss after tax ( 432,795 ) ( 836,874 ) 20 Deconsolidation of GEA Holdings Limited and TNG (Asia) Limited On July 30, 2024, Seamless Group Inc. disposed all of its equity interest in GEA Holdings Limited to L&L Health Holdings Limited, a related company, at a cash consideration of US$ 1 . Upon the disposal of the equity interest, the Company lost control of GEA Holdings Limited and deconsolidated the subsidiary. On August 30, 2024, Seamless Group Inc. has signed a share buy-back agreement to buy back its own shares from the existing shareholders. Consideration for the sale and purchase of the Sale Shares shall be settled by way of transfer and distribution of 31,240,525 TNG (Asia) Limited Shares. Upon the completion of the sale and purchase, Seamless Group Inc. has disposed off all of the equity interest in TNG (Asia) Limited and deconsolidated the subsidiary. F- 36 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20 Deconsolidation of GEA Holdings Limited and TNG (Asia) Limited (Continued) GEA Holdings Limited and TNG (Asia) Limited both operated under the remittance segment. After the deconsolidation, the Company still continue its remittance segment operation through Tranglo. As the impact of the deconsolidation has only an impact to remittance revenue and total revenue of the group of only approximately 19 % and 10 % respectively, the financial impact of deconsolidation is not considered to be material. The transaction does not meet the criteria for discontinued operations under ASC 205-20 as the divested business does not represent a strategic shift that will have a major effect on the Company’s operations and financial results. The Company recognized a gain on sale of US$ 20.5 million, calculated as the difference between the sale proceeds of $ Nil and the carrying amount of net liabilities sold of US$ 20.4 million. This gain is presented within “Other Income” in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2024. The statement of operations of the divested entities from the start of the year up to before divestiture are as follows: Schedule of divested entities US$‘M Revenue 5.6 Cost of revenue ( 4.5 ) Gross profit 1.1 General and administrative expenses ( 3.7 ) Loss from operations ( 2.6 ) Finance costs, net ( 1.8 ) Other income ( 5.5 ) Loss before income tax ( 9.9 ) Income tax expense - Net loss ( 9.9 ) The major classes of assets and liabilities divested of are as follows: Assets/(Liabilities) US$‘M Assets Intangible assets - Deposits, prepayments and other receivables 1.2 Restricted cash 4.6 Amount due to related companies 19.7 Other assets 2.1 Liabilities Loan ( 7.4 ) Accruals and other payables ( 3.6 ) Client Money Payable ( 4.2 ) Amount due to related companies ( 31.8 ) Other liabilities ( 1.0 ) Assets/(Liabilities) ( 20.4 ) No significant continuing involvement exists with the divested subsidiaries. 20 Related party transactions (a) Related parties Name of related parties Relationship with the Company Dr. Ronnie Hui Chief Executive Officer of the Company Mr. Alexander Kong Chairman of Seamless Group Regal Planet Limited Ultimate holding company Sino Dynamic Solutions Limited Company controlled by a director of the Company PT Walletku Indompet Indonesia Investment held indirectly by the Company Ripple Labs Singapore Pte. Ltd. Minority 40% owner of Tranglo Ripple Services, Inc. Minority 40% owner of Tranglo F- 37 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20 Related party transactions (continued) (b) The Company had the following significant related party transactions for the years ended December 31, 2024 and 2023, respectively: Schedule of related party transaction 2024 2023 Years ended December 31, 2024 2023 US$ US$ Sino Dynamic Solutions Limited Purchase of intangible assets 1,439,045 2,551,184 Support and maintenance costs 606,857 919,654 A Pay-Out Support Agreement (the “Agreement”) between Ripple Services, Inc. and Tranglo was entered into on March 10, 2021. According to the Agreement, Tranglo agreed to integrate with RippleNet and On Demand Liquidity (collectively the Ripple Solution) which are developed by Ripple for facilitating cross-border payments, and act as the service provider of Ripple. Under the Agreement, Tranglo’s remittance partners can choose to adopt the use of XRP provided by On-Demand Liquidity facility for prefunding purposes. Both Ripple and Tranglo agreed to make use of the Programmatic Liquidation system for liquidation of XRP as received by Tranglo for prefunding purposes into USD or other fiat currencies. Under the Agreement, Ripple guarantees that Tranglo will receive the agreed amount of fiat currencies from the liquidation of XRP on every agreed XRP prefunding arrangement, and that any shortfall in the liquidation process will be covered by Ripple. In exchnage, Tranglo has to offer certain discounts on transaction fees and foreign exchange fees for the remittance partners who adopt the On-Demand Liquidity services of Ripple Solution and use XRP for prefunding transactions. Ripple Labs Singapore Pte. Ltd. and Tranglo entered into a Master XRP Commitment to Sell Agreement on March 11, 2022, which was subsequently amended in 2022 and 2023 (referred to as the “Tranglo Commitment to Sell Agreement”). Pursuant to the Tranglo Commitment to Sell Agreement, Tranglo can execute ODL transactions in which Ripple Labs Singapore Pte. Ltd will make available via automated wallet funding service (“AWF”) up to $ 50,000,000 worth of XRP for working capital purposes. Under the Tranglo Commitment to Sell Agreement, Ripple Labs Singapore Pte. Ltd deposits certain amounts of XRP into Tranglo’s crypto wallet. The Tranglo Commitment to Sell Agreement stipulates that the legal title and rights to the XRP deposited in Tranglo’s crypto wallet belong to Ripple Labs Singapore Pte. Ltd. Under the Tranglo Commitment to Sell Agreement, Tranglo agrees to transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte. Ltd in its bailment account to Tranglo for prefunding purposes. In exchange for obtaining the XRP, Tranglo has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte. Ltd. The balance of deposits of XRP in Tranglo’s crypto wallet as of December 31, 2024 and 2023 was approximately $ 3.8 million and $ 2.0 million, respectively. A maximum limit of $ 50.0 million is included in the Tranglo Commitment to Sell Agreement. Ripple Labs Singapore Pte. Ltd. and GEA also entered into a Master XRP Commitment to Sell Agreement on September 12, 2022 (referred to as the “GEA Commitment to Sell Agreement”), when GEA was onboarded as an ODL RP. Pursuant to the GEA Commitment to Sell Agreement, GEA can execute ODL transactions. Under the GEA Commitment to Sell Agreement, Ripple Labs Singapore Pte. Ltd deposits certain amounts of XRP into the account of its ODL RP (i.e., the crypto wallet of GEA). The GEA Commitment to Sell Agreement stipulates that the legal title and rights to the XRP deposited in GEA’s crypto wallet belong to Ripple Labs Singapore Pte. Ltd. Under the GEA Commitment to Sell Agreement, GEA agrees to transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte. Ltd in its bailment account to Tranglo for prefunding purposes. Once the XRP transfer is confirmed, the legal title of that XRP will be transferred from Ripple Labs Singapore Pte. Ltd to GEA. Also, in exchange for obtaining the XRP, GEA has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte. Ltd. Ripple Labs Singapore Pte. Ltd and GEA also entered into a Line of Credit and related addendums in connection with the GEA Commitment to Sell Agreement, under which Ripple Labs Singapore Pte. Ltd provided to GEA a $ 5 million credit facility for a two-year term, providing GEA with the resources to aggressively promote the use of ODL services. The balance of deposits of XRP in GEA’s crypto wallet as of December 31, 2024 and 2023 was zero and approximately $ 2.5 million, respectively. There is no maximum limit included in the GEA Commitment to Sell Agreement. Under the Master XRP Commitment to Sell Agreement signed between Ripple and GEA Limited, Ripple will make available XRP for GEA. GEA can choose to adopt the use of XRP provided by Ripple’s On-Demand Liquidity facility for prefunding purposes. Each withdrawal of XRP shall be converted into a USD purchase price based on mutually agreed upon rate quote. XRP will be sent to Tranglo for liquidation of XRP into USD by Programmatic Liquidation system for prefunding transactions. The total dollar value of the ODL remittance partner transactions related to the XRP that was drawn down in the prefunding arrangements for the years ended December 31, 2024 and 2023 are approximately $ 230.5 million and $ 475.3 million, respectively. Revenues for Tranglo generated from the ODL remittance for the years ended December 31, 2024 and 2023 are approximately $ 0.9 million and $ 1.8 million, respectively. Amounts settled to Ripple for the years ended December 31, 2024 and 2023 are approximately $ 810.4 million and $ 698.6 million, respectively. Amounts settled to Ripple by GEA Limited for ODL prefunding transactions while acting as the ODL RP for the years ended December 31, 2024 and 2023 are approximately $ Nil and $ 104.2 million, respectively. Amounts settled to Ripple by Tranglo which had made use of the ODL services while acting as the remittance hub for the years ended December 31, 2024 and 2023 were approximately $ 810.4 million and $ 594.4 million, respectively. ODL balance with Ripple has been disclosed in the related party balance note below. F- 38 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20 Related party transactions (continued) (c) The Company had the following related party balances as of December 31, 2024 and 2023: Schedule of Related Party Balances 2024 2023 December 31, 2024 2023 US$ US$ Amounts due from related parties Sino Dynamic Solutions Limited - 7,148,208 Others 560,823 139,168 Amounts due from related parties 560,823 7,287,376 Amounts due to related parties Regal Planet Limited 48,538,334 48,654,398 GEA Limited 10,443,375 - Sino Dynamic Solutions Limited - 4,130,912 Mr. Alexander Kong 2,025,547 114,374 Ripple Lab Inc. 4,985,988 32,584,911 Others 1,777,397 1,003,924 Amounts due to related parties 67,770,641 86,488,519 The amounts due from/to related parties are unsecured, interest-free and repayable on demand, except for the balance with Ripple, which is interest free for one week. Interest paid to Ripple for the year ended December 2024 and 2023 is US$ 303,677 and US$ 812,473 , respectively. The transactions occur in the course of the Company’s operations. Amount due to Ripple of $ 26 million by GEA Limited as of December 31, 2023 is guaranteed by Seamless Group Inc., Regal Planet Limited and Kong King Ong Alexander. Borrowings arising from transactions with related parties are described in Note 11. 21 Commitments and Contingencies Registration Rights The holders of the Private Placement Warrants (and underlying securities) will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriter (and/or its designees) may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date of the Initial Public Offering. The holders of a majority of the Private Placement Warrants (and underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriter (and/or its designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriter and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriter and/or its designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering. F- 39 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 21 Commitments and Contingencies (continued) Lock-up Agreements On August 30, 2024, INFINT entered into Lock-Up Agreements (the “Lock-up Agreements”) by and between INFINT and certain shareholders of Seamless (such shareholders, the “Company Holders”), pursuant to which, among other things, each Company Holder agreed not to, during the Lock-up Period (as defined below), lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase an option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the shares issued to such Company Holder in connection with the Business Combination (the “Lock-up Shares”), enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares, or publicly disclose the intention to do any of the foregoing, whether any of these transactions are to be settled by delivery of any such shares or other securities, in cash, or otherwise, subject to limited exceptions. As used herein, “Lock-Up Period” means the period commencing on the date of the Closing and ending on the earlier of: (i) six months after the Closing and (ii) the date after the Closing on which Currenc consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Currenc’s shareholders having the right to exchange their Currenc ordinary shares for cash, securities or other property. The foregoing description of the Lock-Up Agreements is subject to and qualified in its entirety by reference to the full text of the form of the Lock-Up Agreement. In connection with the Closing, in order to meet Nasdaq unrestricted public float requirements, the parties agreed to waive lock-up restrictions on 2,100,000 shares held by the Sponsor. Registration Rights Agreement In connection with the Closing, on August 30, 2024, INFINT and certain existing shareholders of INFINT and Seamless (such parties, the “Holders”) entered into a registration rights agreement (the “Registration Rights Agreement”) to provide for the registration of Currenc’s ordinary shares issued to them in connection with the Business Combination. The Holders are entitled “piggy-back” registration rights with respect to registration statements filed following the consummation of the Business Combination, subject to certain requirements and customary conditions. Currenc will bear the expenses incurred in connection with the filing of any such registration statements. Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a Business Combination, the Company has granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the Initial Public Offering. Other Commitments and Contingencies The Company believes, other than as disclosed herein, there are no other commitments or contingencies arising from the normal course of business or any legal proceedings that require recognition or disclosure in the condensed consolidated financial statements. On August 17, 2024, Ripple Markets APAC Pte. Ltd., the successor to Ripple Labs Singapore Pte. Ltd. (“RMA”), sent a default letter to GEA demanding payment totaling $ 27,257,540.64 , and sent a demand letter to Seamless, as guarantor, for the full amount of the payment by August 19, 2024. On August 19, 2024, RMA filed a claim in Singapore naming Seamless and demanding that the defendants, jointly and severally, pay the demanded payment plus late payments and certain costs. The Company has engaged legal representatives to defend the claim. After writing to RMA’s solicitors on 27 March 2025 to propose terms of settlement and a solicitors-only meeting, RMA’s solicitors have replied on 2 April 2025 to state that they are not agreeable to any of the proposed terms of settlement, and declined to have a solicitors-only meeting. As at December 31, 2024, legal representative has an evaluation of the outcome of the above legal case that if both parties do not reach an out-of-court settlement, the likelihood of an unfavourable outcome to Seamless would be uncertain but the view it is moderate to likely. The total liable sum would be ranged from $ 19 million to $ 24 million, as well as late charges, and costs on an indemnity basis. Due to the final liable sum is yet to be determined and the claim is a four party claim, where the amount liable by each party is still an unknown. Management has considered that the loss to be reasonably possible, provided that the potential exposure of Seamless is still highly uncertain and difficult to estimate. 22 Shareholders’ Deficit Ordinary Shares — The Company is authorized to issue 555,000,000 ordinary shares with a par value of $ 0.0001 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At December 31, 2024 and December 31, 2023, there were 46,527,999 and 33,980,753 ordinary shares issued and outstanding, respectively (reflecting retroactive application of recapitalization). F- 40 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 22 Shareholders’ Deficit (continued) Warrants —The Public Warrants will become exercisable on the later of 30 days after the consummation of a Business Combination and 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the ordinary share issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or such issuance is deemed to be exempt under the Securities Act and the securities laws of the state of residence of the registered holder of the warrants. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary share issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of ordinary share at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional ordinary share or equity-linked securities in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants, as well as up to 1,500,000 warrants underlying additional Private Placement Warrants the Company issues to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering. Pursuant to the agreement that the Company has entered into with the holders of the Private Placement Warrants, the Private Placement Warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial Business Combination. At December 31, 2024 and December 31, 2023, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private Placement Warrants outstanding, respectively. At December 31, 2024, there were 136,110 PIPE Warrants outstanding (see Note 14, Convertible bonds and notes , for additional information). The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants, Private Placement Warrants and PIPE Warrants issued pursuant to their respective warrant agreement qualify for equity accounting treatment. 23 Subsequent events On February 25, 2025, the company has received a notice of legal action from the promissory note holder, EF Hutton . In the legal letter, the Company was demanded to repay the promissory note amount of $ 5,700,000 , plus contractual default interest of $ 97,000 . The demanded amount has already been fully accrued on the financial statements as of December 31, 2024. The Company considered that the accrued amount is adequate and therefore no additional provision is required for the event. 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, up to $ 10,000,000 worth of ordinary shares. F- 41