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Item 1. Financial Statements

2025-05-20 compared with 2024-11-19 · 518 added, 928 removed, 453 unchanged (76% of the section changed)

2 unchanged sentences

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited)

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months ended September 30, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months ended September 30, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2024 and 2023 (unaudited)

Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (unaudited)

Consolidated Statements of Operations and Comprehensive Loss for the Three months ended March 31, 2025 and 2024

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three months ended March 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 2025 and 2024 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

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CONSOLIDATED BALANCE SHEETS (UNAUDITED)

2024 (restated)

Current assets:

Cash and cash equivalents

Short-term investments

Restricted cash

Accounts receivable, net

Prepayments to remittance agents

Escrow money receivable

Other financial assets

Amounts due from related parties

2 unchanged sentences

Non-current assets:

Investment in an equity security

Equipment and software, net

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Receivable factoring

Escrow money payable

Client money payable

Other financial liabilities

Accounts payable, accruals and other payables

Amounts due to related parties

Convertible bonds and notes

Convertible bonds

Lease liabilities

7 unchanged sentences

Commitments and contingencies (Note 10)

Mezzanine equity

Shareholders’ deficit:

Ordinary shares (US$ 0.0001

550,000,000 shares authorized;

46,527,999 and 33,980,753

shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively) (1)

Ordinary shares (US$ 0.0001 par value;

550,000,000 shares authorized 46,527,999 and

46,527,999 shares issued and outstanding as of March 31, 2025, and December 31, 2024, respectively) (1)

Additional paid-in capital (1)

2 unchanged sentences

( 131,522,902 )

Accumulated other Comprehensive (Loss) Income

Accumulated other Comprehensive Loss

Total shareholders’ deficit attributable to Currenc Group Inc.

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(1) Retrospectively

restated to reflect Reverse Recapitalization – see Note 2.

restated to reflect Reverse Recapitalization – See Note 1 and Note 2.

accompanying notes form an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

Three months ended September 30,

Nine months ended September 30,

months ended March 31,

Cost of revenue

1 unchanged sentence

( 8,696,562 )

( 24,030,794 )

( 26,692,493 )

Selling expenses

2 unchanged sentences

( 5,824,208 )

( 30,026,776 )

( 18,823,918 )

Loss from operations

1 unchanged sentence

( 1,420,634 )

( 18,700,475 )

( 5,637,080 )

Finance costs, net

1 unchanged sentence

( 1,311,363 )

( 7,682,277 )

( 4,651,844 )

Other expenses

2 unchanged sentences

( 2,561,399 )

( 11,034,219 )

( 9,991,445 )

Income tax expense

1 unchanged sentence

( 2,631,928 )

( 11,260,691 )

( 10,447,097 )

Net income attributable to non-controlling interests

2 unchanged sentences

( 3,034,984 )

( 11,810,167 )

( 10,911,259 )

Net loss per share, basic and diluted (1)

5 unchanged sentences

( 2,263,793 )

( 11,450,714 )

( 10,058,584 )

Total Comprehensive loss (income) attributable to non-controlling interests

Total Comprehensive Loss attributable to non-controlling interests

Total comprehensive loss attributable to Currenc Group Inc.

1 unchanged sentence

( 2,671,591 )

( 12,057,118 )

( 10,507,923 )

(1) Retrospectively

restated to reflect Reverse Recapitalization – see Note 2.

restated to reflect Reverse Recapitalization – See Note 1 and Note 2.

accompanying notes form an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

the Three and Nine Months ended September 30, 2024 AND 2023 (UNAUDITED)

the Three months ended March 31, 2025 AND 2024 (UNAUDITED)

Number of Shares

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Remeasurement of post-employee benefits obligation

Shareholders’ Deficit

Total Shareholders’ Deficit

Non-controlling Interests

Total Deficit

Accumulated Other

Comprehensive Loss

Accumulated Other Comprehensive Loss

Number of Shares

Common Shares

Remeasurement

post-employee

Shareholders’

Non-controlling

Paid-in Capital

Accumulated Deficit

Foreign currency translation adjustments

Remeasurement of post-employee benefits obligation

Total Shareholders’ Deficit

Non-controlling Interests

Total Deficit

13 unchanged sentences

Foreign currency translation adjustments

Disposal of subsidiaries

Balance at March 31, 2024

2 unchanged sentences

( 41,407,040 )

( 3,537,372 )

( 3,292,178 )

Foreign currency translation adjustments

Balance at June 30, 2023

( 83,849,643 )

( 54,149,198 )

( 30,963,238 )

( 3,830,445 )

( 3,815,112 )

Foreign currency translation adjustments

Balance at September 30, 2023

( 87,680,088 )

( 57,985,051 )

( 34,793,963 )

Accumulated Other

Comprehensive Loss

Accumulated Other Comprehensive Loss

Number of Shares

Common Shares

Remeasurement

post-employee

Shareholders’

Non-controlling

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, 2024 (as previously reported)

( 92,075,379 )

Balance at January 1, 2025

( 131,522,902 )

( 65,987,533 )

Retroactive application of the recapitalization

( 41,756,058 )

Balance at January 1, 2024 (as adjusted)

( 131,522,902 )

1 unchanged sentence

( 41,756,058 )

Share-based compensation

( 4,674,358 )

2 unchanged sentences

Foreign currency translation adjustments

Remeasurement for the year

Balance at March 31, 2025

5 unchanged sentences

( 43,927,603 )

Foreign currency translation adjustments

Disposal of subsidiaries

Balance at June 30, 2024

( 98,896,742 )

( 69,710,741 )

( 45,472,683 )

( 98,896,742 )

( 69,710,741 )

( 45,472,683 )

( 4,961,006 )

( 5,021,425 )

Foreign currency translation adjustments

Share-based compensation

Issuance of share capital (before Business Combination)

Business Combination and PIPE Financing

( 9,657,287 )

( 9,656,634 )

Balance at September 30, 2024

( 103,857,748 )

( 46,954,713 )

( 22,734,946 )

( 103,857,748 )

( 46,954,713 )

( 22,734,946 )

Retrospectively

restated to reflect Reverse Recapitalization – see Note 2.

accompanying notes form an integral part of these condensed consolidated financial statements.

The accompanying notes form an integral part of these

condensed consolidated financial statements.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine months ended September 30,

Three months ended March 31,

Cash flows from operating activities:

1 unchanged sentence

( 2,631,928 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Non-cash expense for Share-based compensation

Non-cash expense for share issued for service providers

Non-cash offering costs for convertible note

Non-cash finance cost for debt conversion

Amortization of discount on convertible bonds

Depreciation of equipment and software

2 unchanged sentences

Deferred income taxes

Disposal of subsidiaries including gain

( 21,737,480 )

Goodwill impairment

Disposal of fixed assets

Unrealized foreign exchange gain

2 unchanged sentences

Prepayments, receivables and other assets

( 4,918,772 )

Escrow money payable

5 unchanged sentences

Amount due from a director

Amount due to Immediate holding company

Amounts due from related parties

( 1,842,634 )

( 2,416,376 )

Amounts due to related parties

2 unchanged sentences

( 1,487,912 )

( 10,844,751 )

Cash flows from investing activities:

Decrease in short-term investments

Purchases of property, plant and equipment

Proceed received from disposal of PPE

Net cash used in investing activities

Cash flows from financing activities:

Increase in bank overdrafts

Proceeds from convertible note

Proceeds from borrowings

Repayment of borrowings

( 1,492,925 )

Proceeds from receivable factoring

Repayment of receivable factoring

( 1,452,946 )

( 1,908,489 )

Payment of principal elements of lease liabilities

3 unchanged sentences

( 1,520,863 )

( 11,167,120 )

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

3 unchanged sentences

Interest paid

Supplemental disclosure of non-cash investing and

financing activities:

Net liabilities assumed upon Closing of Business Combination

Issuance of Common stock upon acquisition of equity interest

Issuance of Common stock upon conversion of convertible bond

accompanying notes form an integral part of these condensed consolidated financial statements.

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1 Organization and business

(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.

Company was originally a publicly traded special purpose acquisition company named INFINT Acquisition Corporation (“INFINT”)

and its wholly owned subsidiaries (collectively, the “Company” or “Currenc”) is a limited liability

company incorporated in the Cayman Islands on March 8, 2021.

It is an investment holding company headquartered in Singapore.

Company was originally a publicly traded special purpose acquisition company named INFINT Acquisition Corporation (“INFINT”), which was

formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially

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more businesses or entities.

Public Offering

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.

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”).

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

The Company’s ordinary shares are listed on the Nasdaq Capital Market under the symbol “CURR”.

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 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.

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.

Company’s principal subsidiaries at March 31, 2025, are set out below:

of principal subsidiaries

ownership held by the

of incorporation

Investment Holdings Limited

business center services

of AI call center and system integration

as General Partner of Limited Partnership Fung

AI Fund 1 LPF

Partnership Fund

of international airtime reload, international money transfer services, its related implementation, technical and maintenance services

Tranglo Indonesia

money remittance business

Tranglo Solusindo

and sourcing airtime and other related services

(MEA) Limited

and sourcing airtime and other related services

money remittance business

development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related

to the application

Indonesia Holdings Limited

AND SUBSIDIARIES

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1 Organization and business (continued)

Company’s principal subsidiaries at September 30, 2024 are set out below:

of principal subsidiaries

Percentage of ownership held by the Company

Place of incorporation

Principal activities

Seamless Group Inc.

Cayman Islands

Investment holding

Dynamic Investment Holdings Limited

Cayman Islands

Investment holding

Bagus Fintech Pte.

Providing business center services

PT Tranglo Indonesia

Operating money remittance business

PT Tranglo Solusindo

Providing and sourcing airtime and other related services

Tranglo (MEA) Limited

Providing and sourcing airtime and other related services

Tranglo Europe Ltd

United Kingdom

Operating money remittance business

Tik FX Malaysia Sdn.

Treatsup Sdn.

Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application

Dynamic Indonesia Holdings Limited

Cayman Islands

Investment holding

Dynamic Indonesia Pte.

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(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

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2 Summary of significant accounting policies

of presentation and principles of consolidation

unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management,

necessary to present a fair statement of the Company’s financial position as of September 30, 2024 and the results of operations

for the three and nine months ended September 30, 2024 and 2023.

In the opinion of management, all adjustments (consisting of normal

recurring accruals) considered necessary in order to make the consolidated financial statements not misleading have been included.

unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and

Exchange Commission (the “SEC”) and accordingly do not include all of the disclosures normally made in the Company’s

annual financial statements.

Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with

the consolidated financial statements and notes thereto of Seamless for the fiscal year ended December 31, 2023.

Growth Company

(a) Basis of presentation and principles of consolidation

accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the

opinion of management, necessary to present a fair statement of the Company’s financial position as of March 31, 2025, and the

results of operations for the three months ended March 31, 2025 and 2024.

In the opinion of management, all adjustments (consisting

of normal recurring accruals) considered necessary in order to make the consolidated financial statements not misleading have been

The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the

Securities and Exchange Commission (the “SEC”) and accordingly do not include all of the disclosures normally made in

the Company’s annual financial statements.

Accordingly, these unaudited condensed consolidated financial statements should be

read in conjunction with the consolidated financial statements and notes thereto of the Company for the fiscal year ended December

(b) Emerging Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

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or impossible because of the potential differences in accounting standards used.

Application of Reverse Recapitalization

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 unaudited 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

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”).

AND SUBSIDIARIES

1 unchanged sentence

2 Summary of significant accounting policies (continued)

Application of Reverse Recapitalization to the Condensed Consolidated Statements of Shareholders’ Deficit

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).

Application of Reverse Recapitalization to the Condensed Consolidated Statements of Operations and Comprehensive Loss

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 periods

ended September 30, 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 (j), Net income (loss) per share , for additional

information).

Application of Reverse Recapitalization to the Condensed Consolidated Balance Sheets

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.

details of the Reverse Recapitalization are contained in Note 3, Reverse Recapitalization and Related Transactions .

accompanying unaudited 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.

of September 30, 2024, the Company had cash balances of $ 49.1 million, a working capital deficit of $ 54.1 million and net capital deficit

accompanying unaudited condensed 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.

of March 31, 2025, the Company had cash balances of $ 62.3 million, a working capital deficit of $ 59.8 million and net capital deficit

$ 43.9 million.

For the nine months ended September 30, 2024, the Company had a net loss of $ 11.3 million and net cash used in operating

activities of $ 11.7 million.

For the three months ended March 31, 2025, the Company had a net loss of $ 4.5 million and net cash used in operating activities

of $ 1.5 million.

Net cash used in investing activities was $ 0.2 million.

Net cash generated from financing activities was

$ 2.2 million, resulting principally from proceeds of borrowings.

the Company believes that it will be able to continue 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.

preparation of the accompanying unaudited 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.

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, impairment of equity investee, valuation of convertible bonds

and the valuation allowance for deferred tax assets.

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.

These conditions cast substantial doubt about the Company’s

ability to continue as a going concern.

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

preparation of the accompanying unaudited condensed 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

These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, valuation of

convertible bonds, income tax, valuation of employee stock options 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) Revenue recognition

Company complies with ASC 606, Revenue from Contracts with Customers.

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Management has considered these two services to be two product

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.

customers of the remittance services or Remittance Partners, are financial institutions.

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.

Currency Prefunded Remittance Service

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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.

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

Prefunded Remittance Service

the Fiat Currency Prefunded Remittance Service, the customer obtains prefunding through Ripple Solution offered by Ripple Lab Inc.

Note 9) with the XRP Prefunded Remittance Service.

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.

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

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.

both the XRP Prefunded and Fiat Currency Prefunded Remittance Services, the Company has no obligations to the customer in terms of guarantees,

3 unchanged sentences

WalletKu Modern Channel

from the sale of goods is recognized at the point in time when the Company satisfies their performance obligation, which is upon delivery

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 the customer.

5 unchanged sentences

2 Summary of significant accounting policies (continued)

the chief operating decision-maker (“CODM”) of the Company, the Chief Executive Officer reviews the financial results when

the chief operating decision-maker, or CODM, of the Company, the Chief Executive Officer, or CEO, reviews the financial results when

making decisions about allocating resources and assessing the performance of the Company.

TNG (Asia) Limited (“TNGA”), the

Tranglo Sdn BHD and related subsidiaries (“Tranglo”), GEA Limited and GEA Pte Ltd.

(“GEA”) 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 7.

Other services are not assigned to a specific reportable segment

as their results of operations are immaterial.

remittance segment is operated through TNGA, GEA and Tranglo.

TNGA and GEA are in the retail remittance business in Hong Kong, which

is in the upstream segment of the remittance business, whereas Tranglo operates the remittance hub covering Southeast Asia and globally,

and is thus in the downstream segment of the remittance business.

Management operates, monitors and evaluates the whole remittance business

through these three subsidiaries so as to generate the maximum synergy and create maximum value for the Company.

Company operates the airtime segment via their international airtime transfer business through Tranglo and their 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.

(h) Share-based

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.

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.

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 to the staff based on a schedule of (i) one third immediately

upon the vesting of Incentive shares at the time of completion of IPO or de-SPAC, (ii) one third on the first anniversary date thereafter,

(iii) one third on the second anniversary date thereafter.

As of September 30, 2024, 1,321,441 vested shares have been distributed to

the staff, while 2,642,883 vested shares remain in trust.

estimates the fair value of awards using a binomial pricing model.

Seamless accounts forfeitures as they occur.

For the awards granted

on July 29, 2022, the following assumptions were used in the model:

of Fair Assumption of Awards Granted

The Tranglo Sdn BHD and related subsidiaries

(“Tranglo”) and PT Walletku Indompet Indonesia (“WalletKu”) are all considered operating segments.

been aggregated into two reportable segments, which are remittance services and sales of airtime.

Other services are not assigned to

a specific reportable segment as their results of operations are immaterial.

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.

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.

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.

On August 30, Seamless Group Inc.

has disposed all of the equity interest in TNG (Asia) Limited and deconsolidated

the subsidiary.

For comparability, TNGA and GEA operation were not included in the segment reporting in the three months period ended

March 31, 2025, onwards, while the TNGA and GEA operation were included in the three months period ended March 31, 2024.

(g) Share-based compensation

Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation – Stock Compensation”, or

ASC 718, under which the fair value of awards issued to employees is expensed over the period in which the awards

of March 31, 2025, 2,188,771 vested shares have been distributed to the staff, while 1,775,553 vested shares remain in trust.

of the outstanding unvested shares to employee are $ 13,178,775.56

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:

of fair value assumptions of awards

Volatility ( 39.84 % to 43.74 %)

3 unchanged sentences

price at grant date ($ 6.55 )

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2 Summary of significant accounting policies (continued)

Average Fair Value of 1 Share ($ 5.73 )

fair value of the awards granted on July 29, 2022 is $ 30,479,627 , after accounting for the forfeiture of 489,333 shares as of September

the awards granted on July 29, 2022, the following assumptions were used in the model:

fair value of the awards granted on July 29, 2022 is $ 33,284,970 .

the awards granted on August 21, 2024, the following assumptions were used in the model:

of fair assumption of awards granted

5 unchanged sentences

Average Fair Value of 1 Share ($ 5.75 )

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 $ 2,696,053 .

compensation expense recognized during the three and nine month periods ended September 30, 2024 is $ 13,137,850 .

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Summary of significant accounting policies (continued)

(i) Prefunding

to remittances partner

August 30, 2024, Seamless 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 .

February 2025, Seamless granted 320,071 shares out of the forfeited shares to its employees.

value of the shares granted is $ 310,292 .

Fair value is based on the closing market price of the shares prior to the grant date.

the awards granted on February 25, 2025, the following assumptions were used in the model:

Closing stock price of the Company before the grant date was

Share-based compensation expense of $ 2,158,749

was recognized under General and administrative expenses for

the three months ended March 31, 2025 and 2024, respectively.

Share-based compensation expense is not recognized in three months ended

March 31, 2024 as the expenses are start recognising upon the completion of de-SPAC process.

(h) Prefunding to remittances partner

to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future.

1 unchanged sentence

the balance with the partner.

allow our remittance partners to prefund their balance through cryptocurrencies.

Company allows its 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.

provides the XRP upon request to the Company and its remittance partners.

Under applicable accounting standards, the Company is an agent

when facilitating cryptocurrency transactions on behalf of its customers.

These cryptocurrencies are held under a bailment arrangement

in an account in the Company’s name on behalf of its business partner but they are not Seamless’s assets and therefore, are

not reflected as cryptocurrency assets on the Company’s consolidated balance sheets .

Although the Company does not control the

XRP in the bailment account, the Company is responsible for safeguarding the XRP in the bailment account.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2 Summary of significant accounting policies (continued)

(h) Prefunding to remittances partner (continued)

Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange (“Pdax”), Betur, Inc.

8 unchanged sentences

is responsible for any damages caused by loss or theft.

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

The corresponding safeguarding asset may be adjusted for loss events, as applicable.

As of September 30, 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 September 30, 2024 and December 31, 2023 are $ 2,222,368 and $ 1,983,116 respectively.

Safeguarding liabilities as of September 30, 2024 and December 31, 2023 are $ 2,222,368 and $ 1,983,116 respectively.

income (loss) per share

earnings per share is calculated by dividing the net income or loss by the weighted average number of ordinary shares outstanding for

the period, without consideration of potentially dilutive securities.

net earnings per share is calculated by dividing the net income or 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.

January 23, 2025, the U.S.

Securities and Exchange Commission, or SEC, issued Staff Accounting Bulletin (SAB) No.

rescinds SAB No.

Under SAB 121, entities that safeguard crypto-assets for platform users were required to recognize a

corresponding liability and asset for those obligations.

SAB 122 eliminates this requirement and must be applied retrospectively for

all periods presented.

accordance with SEC Staff Accounting Bulletin No.

99, “Materiality,” and SEC Staff Accounting Bulletin No.

108, “Considering

the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated

the changes and has determined that the related impacts were material to previously presented financial statements.

following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the periods indicated.

of restatement of each financial statement

Previously Reported

December 31, 2024

Previously Reported

Consolidated Balance Sheets as of December 31, 2024

Prepayments, receivables and other assets

( 3,790,176 )

Accounts payable, accruals and other payables

( 3,790,176 )

(i) Net loss per share

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.

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.

following tables provide the calculation of basic and diluted net loss per ordinary share for the three months ended March 31, 2025 and

AND SUBSIDIARIES

1 unchanged sentence

2 Summary of significant accounting policies (continued)

following tables provide the calculation of basic and diluted net loss per ordinary share for the three months and nine months ended

September 30, 2024, and September 30, 2023:

of basic and diluted net loss per ordinary shares

Three months ended

September 30,

Nine months ended

September 30,

$ ( 4,961,006 )

$ ( 3,830,445 )

of calculation of basic and diluted net loss per ordinary shares

Three months ended March 31,

$ ( 4,674,358 )

2 unchanged sentences

Basic and diluted net (loss) per share

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:

following table sets forth the total 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

of computation of diluted loss per share

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

Convertible bonds (treasury stock method)

Anti dilutive securities

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

13, Shareholders’ Deficit , for additional information).

Value Measurements

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 11, Shareholders’

Deficit , for additional information).

(k) Fair Value Measurements

value is the price that would be received to sell an asset or paid to transfer a liability in an orderly, hypothetical transaction between

3 unchanged sentences

when measuring fair value.

Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management

Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant

management judgment.

The three levels are defined as follows:

1 – Quoted prices in active markets for identical assets or liabilities.

2 – Inputs other than Level 1 that are observable, either directly or indirectly, such

as quoted prices for similar assets or liabilities;

quoted prices in markets that are not

or other inputs that are observable or can be corroborated by observable market data

for substantially the full term of the assets or liabilities;

3 – Unobservable inputs that are supported by little or no market activity and that

are significant to the fair value of the assets or liabilities.

2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar

assets or liabilities;

quoted prices in markets that are not active;

or other inputs that are observable or can be corroborated by

observable market data for substantially the full term of the assets or liabilities;

3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of

the assets or liabilities.

AND SUBSIDIARIES

1 unchanged sentence

2 Summary of significant accounting policies (continued)

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 Note

described in Note 10, Convertible bonds and notes .

This financial liability was 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 interest components together in the consolidated statements of operations and comprehensive loss.

Therefore, interest is included as a component of changes in fair value of debt presented in the “Other income” line item

in the consolidated statements of operations and comprehensive loss.

following table provides the financial liability reported at fair value and measured on a recurring basis at September 30, 2024:

of financial liability reported at fair value and measured on a recurring basis

September 30, 2024

Convertible Note

of December 31, 2023, no financial liabilities were reported at fair value and measured on a recurring basis.

There were no transfers

between fair value hierarchy levels during the period ended September 30, 2024.

assumptions used in determining the fair value of the Company’s outstanding convertible note for the period ended September 30,

2024, is as follows:

of assumptions used in determining the fair value convertible note

September 30, 2024

Risk-free interest rate

Expected life (years)

Recent Accounting Pronouncements

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.

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.

Reverse Recapitalization and Related Transactions

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.

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 79 %

of Walletku (see Note 8, Acquisition of Dynamic Indonesia Holdings Limited, for more information);

applicable holder exercised its right to convert Seamless’ outstanding bonds

payable into 2,736,287 common shares of Seamless;

Seamless shares were issued to employees subject to

the employee Share Incentive Plan;

● 290,000 Seamless shares were issued and reserved for service providers;

the purposes of splitting Seamless, GEM and TNG, a one-for-nine share repurchase exercise

was undertaken and resulted in 6,153,926 shares repurchased;

all the above transactions, Seamless had a total of 61,478,331 shares outstanding.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Recapitalization and Related Transactions (continued)

the effective time of the Reverse Recapitalization:

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”);

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.

B ordinary shares ceased to exist after the Reverse Recapitalization;

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);

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 notes, for

more information);

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.

following the Reverse Recapitalization and the PIPE Financing, the Company had 46,527,999 ordinary shares and 17,932,892 warrants outstanding.

Currenc ordinary shares issued and outstanding immediately following the consummation of the Reverse Recapitalization were as

of ordinary shares issued and outstanding

Exchange Consideration Shares

Public Shares

Sponsor Shares

Other Converted Shares

Representative Shares

Vendor Shares

PIPE Commitment Shares

Total Shares issued and outstanding

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.

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

the convertible bonds and convertible promissory note described in Note 8, 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.

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

(l) Recent Accounting Pronouncements

time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or 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.

November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Disaggregation

of Income Statement Expenses).

The new standard requires disclosure in the notes to the financial statements of additional specified

information about certain costs and expenses.

The standard does not change or remove current expense disclosure requirements.

is effective for the Company’s annual periods beginning on October 1, 2027, and interim periods beginning on October 1, 2028.

Company is currently evaluating the impact of the new rule on its financial statements and disclosures.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Recapitalization and Related Transactions (continued)

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.

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.

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:

other intangible assets

TO THE CONSOLIDATED FINANCIAL STATEMENTS

Balance as of January 1, 2024

Goodwill impairment during the year

( 14,941,955 )

Accrued expenses – Sponsor (1)

Accrued expenses

underwriter fee payable

( 14,941,955 )

Promissory note – Sponsor

note – Seamless (2)

liabilities assumed

Balance as of December 31, 2024, January 1, 2025, and March 31, 2025

( 14,941,955 )

(1) Converted into new promissory note – Sponsor upon the Closing of the Business Combination.

(2) Eliminates against the corresponding receivable reflected by Seamless.

Balance as of January 1, 2023 and December 31, 2023

Goodwill impairment

Balance as of September 30, 2024

The following table sets forth the goodwill

by reportable segments:

the year ended December 31, 2024, the Company determined during its annual assessment that the goodwill associated with the Indonesian

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

the year ended December 31, 2024, the Company recognized a goodwill impairment loss of $ 5.4 million related to the airtime reporting

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 year ended December 31, 2024, the Company recognized a goodwill impairment loss of $ 9.5 million related to the Remittance reporting

The impairment was primarily driven by the slowdown 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.

is no triggering events for additional impairment testing has occurred in the three months period ended March 31, 2025.

following table sets forth the goodwill by reportable segments:

of goodwill reportable segments

September 30, 2024

December 31, 2024

1 unchanged sentence

Sales of Airtime

The goodwill was arising from the acquisition

of Tranglo and Walletku Group in 2018 and 2022, respectively.

goodwill was arising from the acquisition of Tranglo and WalletKu Group in 2018 and 2022 respectively.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of borrowings

4 unchanged sentences

( 3,677,066 )

( 3,684,171 )

Non-current maturities

of September 30, 2024 and December 31, 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 September

Promissory note

Total Borrowings

of March 31, 2025, and December 31, 2024, 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 Nil to 24.0 % per annum, respectively.

As of March 31,

2025, and December 31, 2024, the weighted average interest rate of these borrowings was 13.7 %

and 13.7 % per annum, respectively.

The borrowings are denominated in Hong Kong Dollar

(“HK$”) and United States Dollar (“US$”).

of December 31, 2023, the Company obtained several unsecured long-term loans for two to five

The borrowings are denominated in Hong Kong Dollar (“HK$”)

and United States Dollar (“US$”).

of March 31, 2025, the Company obtained several unsecured long-term loans for two to five

Interest rates ranged from 12.0 % to 15.0 % per annum, respectively.

As of December

As of March 31,

2025, the weighted average interest rate of these borrowings was 12.6 % per annum.

borrowings are denominated in HK$ and US$.

of September 30, 2024 and December 31, 2023, the Company obtained loans from two members of management of the Company:

loan of HK$ 12.3

million (equivalent to US$ 1.6

million) has been provided by Mr.

The borrowings

are denominated in HK$ and US$.

of March 31, 2025, and December 31, 2024, the Company obtained loans from two members of management of the Company.

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.

of March 31, 2025, loans of US$ 7.9 million were guaranteed by Mr.

Alexander Kong (2024:

the Chairman, at an interest rate of 12 %

Another loan of HK$ 3.6

million (equivalent to US$ 0.5

million) has been provided by Dr.

the Chief Executive Officer, at an interest rate of 12 %

US$ 7.9 million).

expense during the three month periods ended March 31, 2025 and 2024 was US$ 928,763 and US$ 1,311,363 , respectively.

AND SUBSIDIARIES

1 unchanged sentence

4 Borrowings (continued)

of September 30, 2024, loans of US$ 7.9 million were guaranteed by Mr.

Alexander Kong (2023:

US$ 8.7 million).

expense during the three month periods ended September 30, 2024 and 2023 was US$ 3,855,555 and US$ 695,276 , respectively.

expense during the nine month periods ended September 30, 2024 and 2023 was US$ 7,682,277 and US$ 3,850,152 , respectively.

connection with the Business Combination, the Company executed several unsecured promissory notes on August 30, 2024:

Promissory Notes to Third Parties

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 September 30, 2024 was approximately $ 8.9 million.

August 30, 2024, the Company issued unsecured promissory notes for approximately $ 5.7

million to D Boral Capital LLC (“D Boral”), formerly known as EF Hutton LLC to settle the balance of deferred underwriting

fees and approximately $ 3.2

million to Greenberg Traurig, LLP to settle the balance of legal fees.

The outstanding amount under the loans as of March 31, 2025, was

approximately $ 8.9

There has been no movement for the three months ended March 31, 2025.

Promissory Note to Related Party

August 30, 2024, the Company issued a promissory note to the Sponsor for $ 603,623 , replacing the existing unsecured promissory note with

August 30, 2024, the Company issued a promissory note to INFINT Capital LLC (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 September 30, 2024, the new

promissory note had an outstanding balance of $ 603,623 .

promissory notes to third parties and related party issued in connection with the Business Combination 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.

fair value of these notes approximates the carrying amounts represented in the accompanying balance sheet, primarily due

As of March 31, 2025, the new promissory

note had an outstanding balance of $ 603,623 .

There has been no movement for the three months ended March 31, 2025.

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

fair value of the Company’s notes approximates the carrying amounts represented in the accompanying balance sheet, primarily due

to their short-term nature.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Borrowings (continued)

of September 30, 2024, the borrowings will be due according to the following schedule:

of March 31, 2025, the borrowings will be due according to the following schedule:

of long term borrowings

Principal amounts

For the period ending September 30,

For the period ending March 31,

Within one year

15 unchanged sentences

120) days from the date of each invoice .

weighted average interest rate as of September 30, 2024 and December 31, 2023 was 9.8 %

per annum, respectively.

Interest expense during the nine-month periods ended September 30, 2024 and 2023 was US$ 44,710

and US$ 46,460 ,

respectively.

weighted average interest rate as of March 31, 2025, and December 31, 2024, was 9.8 % and 9.8 % per annum, respectively.

Interest expense

during the periods ended March 31, 2025 and 2024 was US$ 13,229 and US$ 16,185 , respectively.

AND SUBSIDIARIES

1 unchanged sentence

of segment reporting for revenue

Three months ended

September 30,

Nine months ended

September 30,

Three months ended March 31,

Remittance services

7 unchanged sentences

( 2,882,759 )

( 7,743,463 )

( 8,513,348 )

Sales of Airtime

1 unchanged sentence

( 5,732,411 )

( 16,017,579 )

( 17,954,058 )

Other services

Cost of sales

( 6,854,172 )

( 8,696,562 )

( 24,030,794 )

( 26,692,493 )

Remittance services

1 unchanged sentence

Other services

Acquisition of Dynamic Indonesia Holdings Limited

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.

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

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.

allocation of the purchase price as of the date of acquisition is summarized as follows:

Schedule of purchase price

of acquisition

Net assets acquired (i)

( 1,590,634 )

Goodwill (Note 4)

Non-controlling interests

( 3,931,441 )

Total purchase price is comprised of:

Cash consideration

Fair value of previously held equity interests

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Acquisition of Dynamic Indonesia Holdings Limited (Continued)

arose on the acquisition from the expected synergies from combining our existing airtime

operations with those of Dynamic Indonesia Holdings Limited.

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.

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.

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 % .

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 % .

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 % .

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 % .

August 30, 2024, Noble Tack International Limited has exercised the put option to convert its equity interest in and loan to Dynamic

Indonesia Holdings Limited into Convertible Bonds of Seamless Group Inc.

The total option price of US$ 5,353,841

were converted.

The Convertible Bonds have been further converted into shares of Seamless Group Inc.

7 Related party transactions

of related parties

with the Company

Executive Officer of the Company

Name of related parties

Relationship with the Company

Chief Executive Officer of the Company

Alexander Kong

of Currenc Group

Planet Limited

holding company

Dynamic Solutions Limited

controlled by Chairman of the Company

Ripple Markets APAC Pte.

(originally Ripple

Labs Singapore Pte.

40% owner of Tranglo Sdn.

Services, Inc.

Wholly owned subsidiary of the minority 40% owner of Tranglo Sdn.

Company had the following significant related party transactions for the nine months ended

September 30, 2024 and 2023, respectively:

of related party transactions

Three months ended

September 30,

Nine months ended

September 30,

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.

Minority 40% owner of Tranglo

Ripple Services, Inc.

Minority 40% owner of Tranglo

Company had the following significant related party transactions for the three months ended

March 31, 2025 and 2024, respectively:

of related party transaction

Three months ended March 31,

Sino Dynamic Solutions Limited

Purchase of intangible assets

3 unchanged sentences

7 Related party transactions (Continued)

Pay-Out Support Agreement (the “Agreement”) between Ripple Services, Inc.

Pay-Out Support Agreement (the “Support Agreement”) between Ripple Services, Inc.

and Tranglo was entered into on March

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.

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

In exchange, 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.

Pursuant to the Support 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 Support Agreement, Tranglo’s remittance partners can choose to adopt the use of XRP provided by an 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 Support Agreement,

Ripple guarantees that Tranglo will receive the agreed amount of fiat currency 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 exchange, 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.

Labs Singapore Pte.

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”).

amended in 2022 and 2023, referred to as the Tranglo Commitment to Sell.

Pursuant to the Tranglo Commitment

to Sell Agreement, Tranglo can execute ODL transactions in which Ripple Labs Singapore Pte.

to Sell, 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.

Under the Tranglo Commitment to Sell, 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

to Sell stipulates that the legal title and rights to the XRP deposited in Tranglo’s crypto wallet belong to Ripple Labs

Singapore Pte.

Under the Tranglo Commitment to Sell Agreement, Tranglo agrees to transfer XRP in its crypto wallet as provided by

Under the Tranglo Commitment to Sell, Tranglo agrees to transfer XRP in its crypto wallet as provided by

Ripple Labs Singapore Pte.

2 unchanged sentences

has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte.

balance of deposits of XRP in Tranglo’s crypto wallet as of September 30, 2024 and December 31, 2023 was approximately $ 2.2 million

balance of deposits of XRP in Tranglo’s crypto wallet as of March 31, 2025, and December 31, 2024, was approximately $ 2.2 million

and $ 2.0 million, respectively.

A maximum limit of $ 50.0 million is included in the Tranglo Commitment to Sell Agreement.

Labs Singapore Pte.

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.

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.

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.

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.

balance of deposits of XRP in GEA’s crypto wallet as of December 31, 2023 was zero.

There is no maximum limit included in the GEA

Commitment to Sell Agreement.

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.

A maximum limit of $ 50.0 million is included in the Tranglo Commitment to Sell.

total dollar value of the ODL remittance partner transactions related to the XRP that was drawn down in the prefunding arrangements for

the three months period ended March 31, 2025 and 2024 are approximately $ 41.3 million and $ 79.3 million, respectively.

Revenues for Tranglo

generated from the ODL remittance for the three months period ended March 31, 2025 and 2024 are approximately $ 0.2 million and $ 0.3 million,

respectively.

Amounts settled to Ripple for the three months period ended March 31, 2025 and 2024 are approximately $ 168.8 million and

$ 177.8 million, respectively.

Amounts settled to Ripple by GEA Limited for ODL prefunding transactions while acting as the ODL RP for

the periods ended March 31, 2025 and 2024 are approximately $ Nil and $ Nil million, respectively.

Amounts settled to Ripple by Tranglo

which had made use of the ODL services while acting as the remittance hub for the three months period ended March 31, 2025 and 2024 were

approximately $ 168.8 million and $ 177.8 million, respectively.

ODL balance with Ripple has been disclosed in the related party balance

AND SUBSIDIARIES

1 unchanged sentence

7 Related party transactions (Continued)

total dollar value of the ODL remittance partner transactions related to the XRP that was drawn down in the prefunding arrangements

for the Nine months ended September 30, 2024 and 2023 are approximately $ 204.2

million and $ 384

million, respectively.

Revenues for Tranglo generated from the ODL remittance for the Nine months ended September 30, 2024 and 2023

are approximately $ 0.7

million and $ 1.4

million, respectively.

Amounts settled to Ripple for the Nine months ended September 30, 2024 and 2023 are approximately $ 632.7

million and $ 554.8

million, respectively.

Amounts settled to Ripple by GEA Limited for ODL prefunding transactions while acting as the ODL RP for the

nine-month periods ended September 30, 2024 and 2023 are approximately $ Nil

million, respectively.

Amounts settled to Ripple by Tranglo which had made use of the ODL services while acting as the remittance

hub for the Nine months ended September 30, 2024 and 2023 were approximately $ 632.7

million and $ 450.6

million, respectively.

ODL balance with Ripple has been disclosed in the related party balance note below.

Company had the following related party balances as of September 30, 2024 and December 31,

Company had the following related party balances as of March 31, 2025, and December 31, 2024:

of related party balances

1 unchanged sentence

Amounts due from related parties

Sino Dynamic Solutions Limited

The Wall Street Factory Ltd

Dynamic Fintech Group (HK) Ltd.

Amounts due from related

due from related parties

Amounts due to related parties

3 unchanged sentences

Ripple Lab Inc.

Amounts due to related

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 nine-month periods ended September 2024 and 2023 is US$ 303,677

and US$ 609,058 ,

respectively.

The transactions occur in the course of the Company’s operations.

arising from transactions with related parties are described in Note 5.

due to related parties

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 periods ended March 2025 and 2024 is US$ Nil and US$ 151,563 , respectively.

The transactions occur in the ordinary course of the Company’s operations.

arising from transactions with related parties are described in Note 4, Borrowings .

8 Convertible bonds and notes

September 14, 2023, the parties entered into the Third Amendment Agreement for the purpose of, among others, reviewing and amending certain

September 14, 2023, the Company and the convertible bond holder 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”).

August 30, 2024, the Lender has converted the convertible bond into the shares of Seamless.

of its board of directors dated September 11, 2023, to create and issue US$ 10,000,000 15 % secured guaranteed convertible bonds and to replace and terminate the Amended and Restated Convertible Bond Instrument.

August 30, 2024, the convertible bond holder has converted the convertible bonds into the shares of Seamless.

A total amount of principal plus accrued

interest of US$ 17 million has been converted into equity of Seamless.

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:

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

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 .

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.

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 note as a single liability.

This update significantly simplifies the accounting for convertible debt by eliminating

the bifurcation of the debt and equity components.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Convertible bonds and

notes (Continued)

8 Convertible bonds and notes (continued)

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.

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.

conversion, the carrying amount of the convertible bonds, including accrued interest, was reclassified to equity, with no gain or loss

accounting change has been applied retrospectively to prior periods presented, as if the updated policy had always been in effect.

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.

Private Placement

August 30, 2024, the Company entered into a Convertible Note Purchase Agreement with a private investor (the “Noteholder”).

Pursuant to the terms of the Convertible Note Purchase Agreement, the Company issued to the Noteholder the following:

(i) 400,000 of the Company’s ordinary shares of as a commitment fee (the “Commitment Shares”), (ii) a convertible promissory note with principal amount of $ 1,944,444 , and (iii) 136,110 private warrants valued at $ 239,977 to buy 136,110 of the Company’s 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 .

issuance, the convertible promissory note had a fair value of $ 1,282,200 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.

of such convertible promissory note (the “Maturity Date”) and bears interest at a rate of 12 % per annum.

This interest is due

1 unchanged sentence

In case of an event of default, the outstanding principal and any accrued but unpaid interest will become immediately repayable.

Convertible Promissory Note is convertible by the Noteholder at any time prior to the Maturity Date at $ 10.00 per Ordinary Share (“Conversion

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 .

convertible promissory note is convertible by the Noteholder at any time prior to the Maturity Date at a price per ordinary share of

(the “Conversion Rate”).

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.

discount for the convertible promissory note related to the excess of principal amount over fair value amounted to $ 662,244 , which is

being amortized to expense over the term of the note.

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.

of September 30, 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 September 30, 2024, as no repayments were made during the period ended September 30,

136,110 Warrants expire at the earlier of five years from issuance and the liquidation of the Company, as defined in the Warrant

March 4, 2025, the Company initiated the conversion of all outstanding principal of the note and accrued interest into ordinary shares of the

of March 31, 2025, the convertible promissory note had a book value of $ 1,750,000 .

The principal amount of $ 1,944,444

is still outstanding as of March 31, 2025, as no repayments were made during the period ended March 31, 2025.

As of March 31, 2025, the “related” shares has yet to be issued.

136,110 warrants issued 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.

1 unchanged sentence

are allocated first to the convertible promissory note and any residual proceeds are allocated to the warrant.

The Warrants were allocated

a value of zero on issuance.

Deconsolidation of GEA Holdings Limited and TNG (Asia) Limited

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 consideration of US$ 1 .

Upon the disposal of the equity interest, the Company lost control of GEA Holdings Limited

and deconsolidated the subsidiary.

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 disposal of all of the equity interest in TNG (Asia)

Limited and deconsolidated the subsidiary.

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.

Company recognized a gain on sale of US$ 14.9 million, calculated as the difference between the sale proceeds of $ Nil and the

carrying amount of net liabilities sold of US$ 14.9 million.

This gain is presented within “Other Income” in the

consolidated statements of operations and comprehensive loss for the three and nine-month periods ended September 30, 2024.

statement of operations of the divested entities from the start of the year up to before divestiture are as follows:

of divested entities

Cost of revenue

General and administrative expenses

Loss from operations

Finance costs, net

Loss before income tax

Income tax expense

major classes of assets and liabilities divested of are as follows:

Assets/(Liabilities)

Intangible assets

Deposits, prepayments and other receivables

Restricted cash

Amount due to related companies

Accruals and other payables

Client Money Payable

Amount due to related companies

Other liabilities

Assets/(Liabilities)

significant continuing involvement exists with the divested subsidiaries.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9 Other financial assets and

On February 21, 2025, the

Company signed Securities Loan Agreements with Nogle Ventures Limited (“Nogle”) and Opus Investments Pte.

(“Opus”), shareholders of the Company.

Under the terms of the Securities Loan Agreements, Nogle and Opus agreed to lend

the Company 200,0000

and 1,900,000

ordinary shares of the Company, respectively, for the purpose of providing financial resources to pursue a planned AI data centre

project in Johor, Malaysia.

To date, 500,000

of the loaned shares were reconveyed in consideration for consultancy services.

The Company will evaluate whether the transfer of 500,000

shares constitutes a share-based payment arrangement under ASC 718.

The transaction was accounted for as a secured

borrowing under ASC 860-30.

The Company does not obtain effective control of the loaned shares and has an obligation to return equivalent

shares to Nogle and Opus.

The shares held by the Company are

recorded as Other financial assets.

The shares obligation owe to Nogle and Opus are recorded under Other financial liabilities.

assets and liabilities are initially measured at fair value based on the closing market price of the shares at the grant date.

and liabilities will be remeasured at fair value at the balance sheet date.

10 Commitments and Contingencies

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.

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:

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.

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, a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated by reference.

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.

Rights Agreement

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.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Commitments and

Contingencies (Continued)

of First Refusal

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.

and Contingencies

Commitments and Contingencies

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.

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.

Seamless has subsequently divested GEA, and intends

to defend the claim.

February 25, 2025, the Company has received a notice of legal action from D Boral Capital LLC (“D Boral”), formerly

known as EF Hutton LLC, its promissory note holder.

In such notice, D Boral demanded that the Company 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 March 31, 2025.

The Company has determined that

the accrued amount is adequate and therefore no additional provision is required.

There has been no material changes regarding this

matter since then.

11 Shareholders’ Deficit

1 unchanged sentence

of the Company’s ordinary shares are entitled to one vote for each share .

At September 30, 2024 and December 31, 2023, there were

At March 31, 2025, and December 31, 2024, there were 46,527,999

and 46,527,999 ordinary shares issued and outstanding, respectively (reflecting retroactive application of recapitalization).

—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.

Company will not be obligated to deliver any ordinary share pursuant to the exercise of a Public Warrant and will have no obligation

—The public warrants are now freely exercisable.

The public warrants will expire five years from the consummation of a Business Combination

or earlier upon redemption or liquidation.

Company will not be obligated to deliver any ordinary shares 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

2 unchanged sentences

laws of the state of residence of the registered holder of the warrants.

the warrants become exercisable, the Company may redeem the Public Warrants:

The Company may redeem the public warrants:

whole and not in part;

a price of $ 0.01 per warrant;

any time after the warrants become exercisable,

not less than 30 days’ prior written notice of redemption to each warrant holder;

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 only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants.

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 only if, there is a current registration statement in effect with respect to the ordinary

shares underlying such warrants.

the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the

1 unchanged sentence

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

shares 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.

issuance of ordinary shares 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.

the warrants may expire worthless.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Shareholders’

Deficit (Continued)

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.

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

September 30, 2024 and December 31, 2023, there were 9,999,940 Public Warrants outstanding and 7,796,842 Private Placement Warrants outstanding,

11 Shareholders’ Deficit (continued)

March 31, 2025, and December 31, 2024, there were 9,999,940 public warrants outstanding and 7,796,842 private warrants outstanding,

respectively.

At September 30, 2024, there were 136,110 PIPE Warrants outstanding (see Note 10, 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”

At March 31, 2025, there were 136,110 private warrants issued in connection with the August 24, 2024, private placement outstanding (see Note 8, 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.

2 unchanged sentences

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.

Company has evaluated all events and transactions that occurred after September 30, 2024 through the filing of this Quarterly Report

on Form 10-Q and determined that there have been no events that have occurred that would require adjustment to disclosures in the unaudited

interim condensed consolidated financial statements.

Management has concluded that the public warrants, private warrants and PIPE warrants issued pursuant to their

respective warrant agreements qualify for equity accounting treatment.

12 Subsequent Events

Company has evaluated all events and transactions that occurred after March 31, 2025, through the filing of this Quarterly Report on Form

10-Q and determined that there have been no events that have occurred that would require adjustment to disclosures in the unaudited interim

condensed consolidated financial statements.

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

What changed 10-Q

Item 1. Financial Statements