What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-20 compared with 2024-11-19 · 529 added, 647 removed, 103 unchanged (92% of the section changed)

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

should read the following discussion and analysis of Currenc’ financial condition and results of operations in conjunction with

should read the following discussion and analysis of the Company’s financial condition and results of operations in conjunction with

the consolidated financial statements and the related notes included elsewhere herein.

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that involve risks and uncertainties.

Currenc’ actual results and the timing of events could differ materially from those anticipated

The Company’s actual results and the timing of events could differ materially from those anticipated

in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere

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in Singapore.

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

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

all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or

more businesses or entities.

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

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.

Retail sales via the internet and development of other software and programming activities

PT Dynamic Wallet Indonesia

Business operations have not commenced

PT Walletku Indompet Indonesia

(i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher

our two major lines of business, remittance and airtime, Currenc is a leading operator of global money transfer services and airtime

trading in Southeast Asia.

The remittance business facilitates users in different countries sending money from one country to another

in a low cost and efficient manner.

The airtime business sells airtime to users in different countries worldwide, including retail users

in Indonesia.

In the past, Currenc operated the two different business lines through four main subsidiaries:

Tranglo, WalletKu, TNG Asia

On July 30, 2024, Currenc divested GEA and on August 30, 2024, Currenc also disposed TNG Asia.

Since then, Currenc operates

the global remittance business mainly through Tranglo, which is one of the leading money remittance platforms in Southeast Asia.

provides business-to-business (“B2B”) remittance services for financial institutions and is considered as a upstream player

of the remittance industry.

Currenc also provides cross-border international airtime transfer services through Tranglo, acting as a switching

platform provider for telecom airtime transfer and a wholesale reseller of foreign airtime.

Currenc also runs WalletKu, which is an Indonesian

airtime operator facing end users directly.

is a leading global money and airtime transfer hub in Southeast Asia.

For Tranglo’s money remittance business, it provides a single

unified application programming interface for licensed banks and money service operators and acts as a one-stop settlement agent for

cross-border money transfer, offering customers the ability to process payments globally.

At September 30, 2024, Tranglo had more than

5,000 bank partners, 35 eWallets, 130,000 cash pick-up points, and 133 corporate clients for remittances, with a remittance network covering

more than 80 countries.

As for the nine-month period ended September 30, 2024, Tranglo processed around 8.56 million transactions with

a total processing value of $3.92 billion, which represents a growth in volume by 5.5% as compared to 8.11 million transactions, and

a growth in total processing value by 18.8% as compared to the total processing value of $3.3 billion for the nine-month period ended

September 30, 2023.

As for the nine-month period ended September 30, 2024, the top four sending countries for Tranglo’s remittance

business were UK, Hong Kong, Singapore and Korea, whereas the top four receiving countries were Philippines, Indonesia, Thailand and

The predominant portion of Tranglo’s Hong Kong related revenue is derived from two customers, TNG Asia and GEA, which

were divested by Currenc in August and July 2024 respectively.

Based on the nine-month period ended September 30, 2024 operating results,

post-Divestiture, the percentage of revenue generated in Hong Kong and the PRC represented approximately 6.0% of Currenc’s total

number of Tranglo unique users increased to 1,024,100 as of September 30, 2024 from 866,800 as of September 30, 2023, while the number

of global money transfer transactions increased from 8.11 million for the nine-month period ended September 30, 2023 to 8.56 million

for the nine-month period ended September 30, 2024.

The number of average monthly unique sending accounts increased from 326,500 for

the nine-month period ended September 30, 2023 to 358,900 for the nine-month period ended September 30, 2024.

Company is a leading operator of global money transfer services and airtime trading in Southeast Asia.

The Company’s

mainstream business is its remittance business which facilitates users, in particular migrant workers, in different countries

sending money from one country to another in a low cost and efficient manner.

Another line of business is the airtime business which

sells airtime to users in different countries worldwide, including retail users in Indonesia.

Before merging with INFINT, the

Company operated its two different business lines through four main subsidiaries:

Tranglo, WalletKu, TNG Asia and GEA.

2024, the Company divested GEA and on August 30, 2024, the Company also disposed of TNG Asia.

Since then, the Company has operated the

global remittance business only through Tranglo, which is one of the leading money remittance platforms in Southeast Asia.

provides business-to-business, or B2B, remittance services for financial institutions and is considered as a upstream

player of the remittance industry.

The Company also provides cross-border international airtime transfer services through Tranglo,

acting as a switching platform provider for telecom airtime transfer and a wholesale reseller of foreign airtime.

The Company also

runs WalletKu, which is an Indonesian airtime operator facing end users directly.

March 31, 2025, Tranglo had more than 5,000 bank partners, 35 eWallets, 130,000 cash pick-up points, and 113 corporate clients for remittances,

with a remittance network covering more than 100 countries.

As for the three-month period ended March 31, 2025, Tranglo processed around

2.77 million transactions with a total processing value, or TPV, of $1.30 billion, which represents a drop in volume by 5.8% as compared to 2.94

million transactions, and a decrease in TPV by 3.7% as compared to the TPV of $1.35 billion for

the three-month period ended March 31, 2024.

As for the three-month period ended March 31, 2025, the top four sending countries/regions

for Tranglo’s remittance business were UK, Hong Kong, Singapore and Korea, whereas the top four receiving countries were Philippines,

Indonesia, Thailand and Vietnam.

number of Tranglo unique users increased to 579,684 as of March 31, 2025, from 575,941 as of March 31, 2024.

The number of average monthly

unique sending accounts decreased from 360,521 for the three-month period ended March 31, 2024 to 348,865 for the three-month period

ended March 31, 2025.

is also a global airtime transfer hub, offering cross-border airtime wholesale and transfer services.

At September 30, 2024, Tranglo

has partnered with more than 500 mobile operators that cover 150 countries and served more than 40 airtime corporate customers.

the nine-month period ended September 30, 2024, Tranglo processed 3.23 million airtime transfer transactions with a total value of $7.3

million, representing a decrease of 21.4% in volume and 22.3% in value as compared to 4.11 million transactions with a total value of

$9.4 million for the nine-month period ended September 30, 2023.

For the nine-month period ended September 30, 2024, the airtime unique

user accounts decreased to 531,000, representing a decline of 25.9% as compared to 716,500 for the nine-month period ended September

The monthly average unique sending accounts also decreased to 140,200 for the nine-month period ended September 30, 2024, representing

a decline of 22.1% as compared to 180,000 for the nine-month period ended September 30, 2023.

This line of business also targets

migrant workers who could buy and transfer airtime back to their family members in their homeland.

However, global airtime transfer business

has much lower gross margin as compared to the remittance business, and it also requires higher working capital as there are account

receivables in the trade.

Moreover, as most Southeast Asian countries have widely developed their internet network, especially in countries

like Indonesia, more Wi-Fi connections are available to citizens and therefore, the demand of airtime transfer has been declining in the

Southeast Asian countries like Indonesia and Malaysia.

At March 31, 2025, Tranglo has partnered with more than 500 mobile operators

that cover 150 countries and served more than 40 airtime corporate customers.

As for the three-month period ended March 31, 2025, Tranglo

processed 0.92 million airtime transfer transactions with a total value of $2.0 million, representing a decrease of 16.4% in volume and

23.1% in value as compared to 1.1 million transactions with a total value of $2.6 million for the three-month period ended March 31,

For the three-month period ended March 31, 2025, the airtime unique user accounts decreased to 244,468, representing a decline

of 14.9% as compared to 287,310 for the three-month period ended March 31, 2024.

The monthly average unique sending accounts also decreased

to 123,503 for the three-month period ended March 31, 2025, representing a decline of 17.1% as compared to 149,053 for the three-month

period ended March 31, 2024.

is an independent electronic platform in Indonesia directly facing end users, and allows its customers to purchase airtime and conduct

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in two cluster areas in Indonesia.

WalletKu served approximately 130,502 customers as of September 30, 2024, distributing airtime with

a total value of $9.7 million for the nine-month period ended September 30, 2024.

Asia operates an eWallet operation in Hong Kong, targeting the niche market of overseas workers, i.e., Philippine and Indonesian overseas

domestic workers living in Hong Kong.

TNG Asia generates 80-95% of its revenue by offering the money remittance services to these overseas

is a remittance agent which mainly serves TNG Asia in remitting money to overseas countries.

GEA provides a prefunding facility for TNG

Asia and conducts foreign exchange (“Forex”) conversion for TNG Asia’s customers.

GEA also provides currency conversion

and remittance services for other clients and earns revenue via Forex spread markups.

WalletKu served approximately 128,000 customers as of March 31, 2025, distributing airtime with a

total value of $3.44 million for the three-month period ended March 31, 2025.

August 30, 2024 (the “Closing Date”), INFINT, INFINT Fintech Merger Sub Corp., a Cayman Islands exempted company and wholly

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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.

Pursuant to ASC 805-40, Reverse Acquisitions ,

for financial accounting and reporting purposes, Seamless was deemed the accounting acquirer with INFINT being treated as the accounting

acquiree, and the Business Combination was accounted for as a reverse recapitalization (the “Reverse Recapitalization”).

the 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 Date.

The number of Seamless common shares for all periods

prior to the Closing Date have been retrospectively adjusted using the exchange ratio that was established in accordance with the Business

Combination Agreement, after adjusting for the share repurchase.

See Note 3 to the consolidated financial statements,

Reverse Recapitalization and Related Transactions , for additional information.

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.

Note 3 to the consolidated financial statements, Reverse Recapitalization and Related Transactions , for additional information.

Private Placement

with the closing of the Business Combination, the Company 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 private investor, which raised $1.75 million in net proceeds.

Factors Affecting Currenc’s Results of Operations

operates in the cross-border money remittance and international airtime transfer markets in Southeast Asia, and its results of operations

and financial condition are significantly affected by general factors driving this market.

It has benefited from rapid technological

change, increased low cost and real time cross-border money transfer needs, as well as increased availability, quality and usage of mobile

It has also benefited significantly from the increasing Internet penetration, particularly mobile Internet penetration, in Asia,

and also the increasing adoption of electronic wallets or storage vehicles.

On the other hand, its international airtime transfer business

may be adversely affected by the increasing adoption and thus wider availability of free Wi-Fi in public places and buildings in many

Southeast Asian countries as well as other emerging countries.

Currenc’s results of operations and financial condition are affected

by the general factors driving the currency transfer, digital financial services, e-commerce and other industries in Southeast Asia.

On the other hand, as the global digital remittance market has thrived and grown rapidly, more and more competitors have entered into

the market and as a result, the market competition is intensifying.

This has direct impact on the pricing power of Currenc, and thus

its profitability.

Company’s remittance services have benefited from continual growth in global migrant worker population, who have a strong demand

for regular and small sizes of remittance to send money regularly to their homeland for their families’ livelihood.

With more usage

of mobile devices and the increasing number of electronic wallets in Asia, the need for digital remittance has been increasing.

as the global digital remittance market has thrived and grown rapidly, more competitors have entered into the market and, as

a result, market competition is intensifying.

This has direct impact on the pricing power of the Company, and thus its profitability.

the other hand, its international airtime transfer business may be adversely affected by the increasing adoption and thus wider availability

of free Wi-Fi in public places and buildings in many Southeast Asian countries as well as other emerging countries.

the Southeast Asian market is getting saturated, the Company’s results of operations and financial condition are affected by its

ability to expand its market reach to other geographical regions like Middle East or Africa.

ability to maintain and increase the size of its user base

revenue is largely driven by the number of users and the number of transactions on its remittance platforms, as well as the users on

the airtime trading platforms.

The larger the number of users on Currenc’s platforms and the larger the number of partners, including

banks, e-Wallets and corporations that will join its network, the greater will be the number of transactions that drive its revenue.

However, as the market competition is getting more intense, Currenc has to offer more price-competitive and highly efficient services

in order to maintain and increase its user base.

the larger the number of merchants and telecommunication companies using the platforms of airtime supplied by Tranglo’s airtime

business and WalletKu, the higher the growth in business, and revenue of Currenc will be higher.

will strive to develop B2C markets in Southeast Asia and Middle East, so as to capture the retail remittance and airtime market.

development, if successfully launched, will generate significant clientele and synergy for Tranglo’s remittance and airtime businesses.

engagement and monetization

Currenc’s global money transfer and airtime services are the foundation of its relationship with its users globally.

revenue on cross border money transfers and airtime transfer services.

In particular, Currenc’s in-house cross-border payment processing

B2B platform generates fees on money transfer orders it settles for banks and other money service operators around the world.

will continue to drive adoption of its retail end users and financial institutions in using Currenc’s platform for money transfer,

mass payout and collection services and payment processing business, as well as introduce new B2C financial services and airtime distribution

services, in Southeast Asia and Middle East.

Currenc believes it can leverage its expertise and knowhow to develop retail markets in

Southeast Asia and Middle East, offering payment, remittances, airtime and other fintech services.

for airtime business, Currenc will strive to expand its global airtime transfer coverage and telco partner network.

The global airtime

transfer business mainly serves migrant workers worldwide.

As free Wi-Fi becomes more and more available to many Southeast Asian countries,

the needs for migrant workers from these countries to send airtime back to their homelands diminish over time.

Also, as Malaysia-Indonesia

is currently the key global airtime corridor for Tranglo which contributed 51.6% of Tranglo’s global airtime revenue for the nine-month

period ended September 30, 2024, Tranglo’s global airtime business could be adversely affected by the changes.

Currenc needs to

broaden its network and diversify its user base to other Asian countries like Pakistan, Middle East countries like UAE, Saudi Arabia,

and African countries like Egypt, in order to expand its global airtime business in the future.

Currenc will also seek to expand the

Company’s revenue is largely driven by the number of users and the number of transactions on its remittance platforms, as well

as the users on the airtime trading platforms.

The larger the number of users on the Company’s platforms and the larger the number

of partners, including banks, e-Wallets and corporations that will join its network, the greater will be the number of transactions that

drive its revenue.

However, as the market competition is getting more intense, the Company has to offer more price-competitive and highly

efficient services in order to maintain and increase its user base.

The Company serves only financial institutions and is a B2B remittance hub.

In other words, the Company is considered as the upstream

player of the digital remittance industry.

Being an upstream player, the Company is under tremendous pricing pressure.

In order to expand

its profit margin, the Company believes that it should move downstream and directly face retail customers.

In other words, the Company would like to develop

B2C markets, especially in the Middle East market.

This development, if successfully launched, will generate much higher profitability.

for airtime business, the Company will strive to expand its global airtime transfer coverage and telco partner network.

airtime transfer business mainly serves migrant workers worldwide.

As Malaysia-Indonesia is currently the key global airtime

corridor for Tranglo which contributed 54.6% of Tranglo’s global airtime revenue for the three-month period ended March 31,

2025, Tranglo’s global airtime business has been adversely affected by the changes.

The Company would like to broaden its

network and diversify its user base to other Asian countries like Pakistan, Middle East countries like the UAE and Saudi Arabia, and

African countries like Egypt, in order to expand its global airtime business in the future.

The Company will also seek to expand the

network and coverage of WalletKu and offer a wider range of products and services for retail customers in Indonesia.

Currenc believes

the insights on its users generated by its existing services will enable it to develop new products and services for the existing markets,

and also to explore and develop new markets for the services, and thereby generate more revenue for it.

of new products and services and cross-selling to Currenc’s users

strives to stay on the cutting edge of the financial technology by developing and launching new products and services to offer to both

new and existing users and intends to continue investing in product development to build new products and services and to bring them

existing users represent a sizable opportunity to cross-sell products and services with relatively low incremental marketing and advertising

Currenc believes that there exists a significant synergy between its B2C eWallet and retail airtime business and its B2B cross

border remittance business and global airtime transfer business.

As such, it plans to continually invest in the product development of

its existing platforms, and to also to explore and develop eWallet markets in various Southeast Asian and Middle East countries so as

to expand its B2C business scope and create more synergy between its B2C and B2B businesses.

To the extent that Currenc is able to create

significant synergy between its operations, and to cross-sell products and services between different clienteles and countries, it expects

its revenue and financial income to continue to grow and its margins to increase.

ability to operate in a cost-effective manner

ability to control costs and expenses relating to its operations affects its profitability.

The global remittance market is evolving

rapidly and new entrants to the market have driven market competition.

This has a long term downward trend on the gross profit margin

for the whole industry.

In order to generate growing operating profits, players have to expand their market scope and scale, while on

the other hand, control their operating costs.

General and administrative expenses have historically represented the largest portion

of Currenc’s total operating expenses.

In particular, Currenc has invested significantly in hiring, training and retaining personnel

and expects to continue to make significant investments in personnel as it grows its business and enters new geographies and offers new

With the expansion of its business, Currenc expects its operating costs and expenses to continue to increase, including employee

compensation and benefits, marketing and branding and other costs and expenses.

The salary level in the fintech industry in and around

Southeast Asia has generally increased in recent years, and Currenc believes it offers competitive wages and other benefits to recruit

and retain quality professionals.

As Currenc is to explore and develop the B2C markets in Southeast Asia and Middle East, Currenc’

operating model allows it to centralize a number of functions, including technology development, operating system infrastructure building

as well as certain general and administrative services.

This will allow Currenc to increase efficiencies across each of its businesses

and further increase its overall operating leverage.

partner network

results of operations are affected by its ability to continue to maintain and build its collaborative network with partners.

business has a large portfolio of blue-chip customers across both its payment and airtime transfer segments, including WISE, SingTel,

Remitly, SBI Japan, Mastercard, WeChat Pay HK, Maxis, Etisalat and Ding.

By continuing to develop Tranglo’s technological infrastructure,

Currenc will be able to handle larger volumes of money transfer and settlement and open new business opportunities, both in money transfer

and airtime businesses, which in turn will allow it to attract more customers.

The ability of Currenc to maintain and develop new partners

will have the direct impact on its business scope and scale.

Currenc is to develop new B2C markets in Southeast Asia and Middle East, it could bring in new partners for Tranglo and WalletKu so as

to create significant business synergy and cross selling between different business segments of Currenc.

Company’s ability to control costs and expenses relating to its operations affects its profitability.

The global remittance

market is evolving rapidly and new entrants to the market have driven market competition.

This has resulted in a long-term downward

trend on the gross profit margin in the industry as a whole.

In order to generate growing operating profits, we believe that market participants must expand

their market scope and scale, while also attempting to control their operating costs.

into new markets and acquisitions

part of Currenc’s strategy of expansion, it has in the past acquired, and may, from time to time, acquire businesses or interests

in businesses, including non-controlling interests, form joint ventures or create strategic alliances.

In the future, Currenc will strive

to develop its B2C businesses in Southeast Asia and Middle East, focusing on various fintech and airtime trading services.

to replicate and further develop the existing B2C eWallet, payment, remittance, airtime trading business model in Southeast Asian and

Middle East countries, in particular the Philippines, Indonesia, Cambodia, Vietnam, Abu Dhabi and Saudi Arabia.

Currenc will continually

part of the Company’s strategy of expansion, it has in the past acquired, and may, from time to time, acquire businesses or interests

in businesses, including non-controlling interests, interests issued in the formation of joint ventures and/or issued in connection with the creation of strategic alliances.

In the future, the Company will

strive to develop its B2C businesses in Middle East, focusing on various fintech and airtime trading services.

The Company will continually

evaluate potential strategic acquisitions of businesses or products with the aim of expanding its user and revenue base, widening its

geographic coverage and increasing its product range.

In addition, Currenc’s ability to leverage its existing distribution network

to expand its product offering across its current markets and replicate its success in Southeast Asian and Middle East countries where

it operates will affect its growth and results of operations.

In addition, the Company’s ability to leverage its existing distribution

network to expand its product offering across its current markets and replicate its success in Southeast Asian and Middle East countries

where it operates will affect its growth and results of operations.

It expects that its growth prospects will continue to be significantly

affected by its ability to expand its business in new and existing markets.

of Operations

new AI products and services

Company plans to launch new AI products and services for financial institutions.

The Company has created SEAMLESS AI Lab which is intended to be a

complete AI solution provider for financial institutions.

The Company customizes using AI functions to create trading platform, operating

apps, marketing centers and enquiry centers for financial institutions.

Also, through AI for Hire, the Company provides human resources

and recruitment services for customers.

This includes AI Agent services to address common OTC challenges such as customer onboarding

or “KYC,” real-time customer support, transaction inquiries, price volatility, liquidity management, and fraud detection.

The Company strives to provide for financial institutions

with comprehensive, AI-powered electronic banking solutions through SEAMLESS AI Lab, including a cutting-edge trading platform, trading

and operating apps, customer inquiry and marketing centre, SEAMLESS AI Call Centre technology, training, compliance and risk management

tools, website design and MasterCard issuance.

The Company also provides clients AI call

centre services and compliance solutions designed to address common electronic banking challenges such as customer onboarding or “KYC,”

real-time customer support, transaction inquiries, price volatility, liquidity management and fraud detection.

SEAMLESS AI Lab’s “AI Staff for Hire”

offers clients with pre-built, customizable AI Agents to perform staff training across customer service, operations, compliance, finance

and IT, as well as to assist human personnel, and deliver comprehensive reporting, monitoring and performance scoring.

The Company also helps financial institutions to set

up or improve their platforms or infrastructures for developing or expanding their digital remittance and global airtime businesses, with

an aim to recruit them to make use of the Company’s remittance and airtime corridors.

The Company believes that the new AI services

could recruit new clients for Tranglo and generate significant synergy for Tranglo’s remittance and airtime businesses.

The Company also plans to develop its AIDC (AI Data

Center) business.

Featuring a total planned capacity of 500MW, the 100-acre AIDC campus will be developed in phases.

The campus will provide

co-location and wholesale leasing solutions to hyperscalers, enterprise clients and other data center users, catering to diverse needs

and ensuring a broad tenant base.

The Company plans to form an AI-focused investment

fund in collaboration with ARC Group, a leading global investment bank.

As the first of a series of initiatives, the fund aims to raise

up to $100 million and will invest in AI data center (AIDC), green energy and computing power development, and will seek to drive AI innovation and

digital transformation globally.

Results of Operations

This section includes tables that set forth a summary

of Currenc’ consolidated results of operations for the periods indicated, as well as accompanying narratives explaining material

of the Company’s consolidated results of operations for the periods indicated, as well as accompanying narratives explaining material

This information should be read together with its consolidated financial statements and related notes included elsewhere in this

2 unchanged sentences

for any future period.

period Ended September 30, 2024 Compared to three-month period Ended September 30, 2023

the three-month period ended

September 30,

Three-month period Ended March 31, 2025, Compared

to three-month period Ended March 31, 2024

For the three-month period ended

(dollars in thousands)

4 unchanged sentences

Finance income (costs)

Other income, net

Other income/(loss), net

Other expenses

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Non-GAAP Financial Figures:

see how Currenc defines and calculates EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results

of Operations—Non-GAAP Financial Measures.”

the three-month period ended September 30, 2024, Currenc’ revenue decreased by 11.0% to $11.3 million as compared to $12.7 million

for the three-month period ended September 30, 2023.

The decrease was mainly due to a drastic decline of 22.1% in global airtime revenue.

The remittance revenue decreased as well due to a decline in TNG Asia’s remittance business.

the three-month period ended September 30, 2024, Tranglo processed 2.71 million remittance transactions with a total value of $1.21 billion,

which compares to 2.72 million transactions and a total value of $1.14 billion for the three-month period ended September 30, 2023.

as the overall take rate decreased by 7.5% during the period, Tranglo generated remittance revenues of $4.5 million for the three-month

period ended September 30, 2024, which was at relatively the same level of $4.6 million as the three-month period ended September 30,

to COVID and the Malaysian border being closed, Currenc’ global airtime business dropped by 34%, from $18.4 million for the year

ended December 31, 2022 to $12.2 million for the year ended December 31, 2023.

For the three-month period ended September 30, 2024, Currenc’

global airtime revenue continued to decline by 22% to $2.3 million as compared to $2.95 million for the three-month period ended September

As more and more free Wi-Fi is now made available to the people in many Southeast Asian countries, especially in Malaysia and

Indonesia, there was a change in consumers’ behavior.

In particular, the demand for Malaysia-Indonesia airtime transfers has been

declining which led to a continual decline in Tranglo’s global airtime business in the years 2023 and 2024.

Currenc does not expect

a turn around on its global airtime business in the near future.

the three-month period ended September 30, 2024, the airtime unique user accounts decreased to 531,000, representing a decline of 25.9%

as compared to 716,500 for the three-month period ended September 30, 2023.

The monthly average unique sending accounts also decreased

to 140,200 for the three-month period ended September 30, 2024, representing a decline of 22.1% as compared to 180,000 for the three-month

period ended September 30, 2023.

Indonesian airtime revenue was $4 million for the three-month period ended September 30, 2024, which was at slightly higher as compared

to $3.4 million for the three-month period ended September 30, 2023.

the three-month period ended September 30, 2024, Currenc recorded a gain of $0.1 million as “Other income”, which was immaterial.

For the three-month period ended September 30, 2023, Currenc also recorded a gain of $0.2 million as “Other income”.

the three-month period ended September 30, 2024, Currenc cost of revenue was $8.1 million which was a decrease of 5.8% as compared to

that of $8.6 million for the three-month period ended September 30, 2023.

Due to Currenc’ efforts at continually lowering the direct

costs for remittance, the direct costs for remittance revenue was $2.2 million for the three-month period ended September 30, 2024, which

represented a decrease of 18.5% as compared to $2.7 million for the three-month period ended September 30.

Also, the direct costs for

global airtime revenue decreased substantially by 23.1% from $2.6 million to $2 million, which was in line with the 22.1% decline in

global airtime revenue.

The direct costs for Indonesian airtime revenue increased by 18.8% from $3.2 million to $3.8 million during the

periods, which is also consistent to the 17.6% increase in Indonesian airtime revenue.

amortization expense of Currenc was $0.2 million for the three-month period ended September 30, 2024, as compared to $0.3 million for

the three-month period ended September 30, 2023.

Again, the amortization expenses were related only to the amortization expense of TNG

operating expenses increased sharply from $6.5 million for the three-month period ended September 30, 2023, to $19.1 million for the

three-month period ended September 30, 2024.

The substantial increase was mainly due to an expense of $13.1 million in recognition of

the incentive shares granted to the employee upon the completion of merging with INFINT SPAC, and also an expense of $1 million in recognition

of shares granted to Roth for their services as the Capital Market Advisor.

The staff costs remained relatively stable as Tranglo had

completed its manpower expansion plan, whereas the legal and professional costs declined slightly during the periods.

legal and professional costs decreased to $0.2 million for the three-month period ended September 30, 2024, from $1.2 million for the

three-month period ended September 30, 2023.

This was mainly due to lower extension fees paid for the extension of INFINT SPAC and majority

of the de-SPAC related legal and professional fee has been paid in prior periods.

income for the three-month period ended September 30, 2024 was mainly contributed by $14.7 million gain on divestiture of TNGA and GEA.

expenses were immaterial for the three-month periods ended September 30, 2024 and 2023.

costs for the three-month period ended September 30, 2024 were mainly represented by PIPE issuance cost of $2.5 million, convertible

bond interest of $0.4 million and interest on loan converted from convertible bond of $0.3 million.

costs for the three-month period ended September 30, 2024 were mainly represented by convertible bond interest of $0.4 million and interest

on loan converted from convertible bond of $0.5 million and amortization for the debt discount on convertible bond of $0.2 million.

effective tax rate of Tranglo for the three-month period ended September 30, 2024 and 2023 was consistent with the statutory tax rate.

Nine-month period ended September

30, 2024 Compared to nine-month period ended September 30, 2023

the nine-month period ended

September 30,

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

Revenue Analysis

For the three-month period ended March 31, 2025, the

Company’s revenue decreased by 23% to $10.1 million as compared to $13.1 million for the three-month period ended March 31, 2024.

The sharp decline was mainly due to that the Company divested TNG Asia and GEA in the third quarter of 2024, and therefore there was no

more revenue contribution by these two entities in the year of 2025.

On the other hand, TNG Asia and GEA together contributed a remittance

revenue of $2.2 million for the three-month period ended March 31, 2024.

The declining trend in global airtime business continued

in the year of 2025.

For the three-month period ended March 31, 2025, the global airtime transfer revenue declined by 23% to $2 million,

as compared to $2.6 million for the three-month period ended March 31, 2024.

The local airtime business operated by WalletKu declined

by 8% to $3.4 million for the three-month period ended March 31, 2025, as compared to $3.7 million for the three-month period ended March

Three-month period Ended March 31, 2025, Compared

to three-month period Ended March 31, 2024

For the three-month period ended

(dollars in thousands)

Remittance revenue excluding TNG Asia & GEA

Global Airtime Revenue

Indonesian Airtime Revenue

Total Revenue excluding TNG Asia & GEA

For the three-month period ended March 31, 2025, Tranglo

processed 2.77 million remittance transactions with a total value of $1.30 billion, which compares to 2.94 million transactions and a

total value of $1.35 billion for the three-month period ended March 31, 2024.

However, Tranglo’s overall take rate decreased to

0.35% during the three-month period ended March 31, 2025, of which 0.26% was the average transaction fee take rate, whereas 0.09% was

the average forex spread take rate.

For the three-month period ended March 31, 2025, ODL remittance flows represented 3.10% of the TPV

This compared to the average total take rate of 0.37% and ODL remittance flows of 5.58% for the year of 2024.

Since the Company divested

its TNG Asia and GEA in third quarter of 2024, both divested entities had exited the eWallet and remittance business by the end of

As these two entities contributed to certain extent to the remittance volume and revenue of Tranglo, their exit of from the

remittance business has had an adverse impact on Tranglo’s remittance business for the first quarter of 2025, as there was lower contribution from the Hong Kong market.

As a result, the Company

remittance revenue excluding TNG Asia and GEA declined by 8% to $4.6 million for the three month-period ended March 31, 2025, as

compared to $5.0 million for the same period of 2024.

The decline in revenue was also due to a decline

of 23% in global airtime revenue, from $2.6 million for the three-month period ended March 31, 2024 to $2.0 million for the three-month

period ended March 31, 2025.

The continual decline in demand for Malaysia-Indonesia airtime transfers has led to a continual decline in

Tranglo’s global airtime business in the past few years, and the Company does not expect a turn around on its global airtime business

in the near future.

The Indonesian retail business recorded a decrease

of 8% to $3.4 million for the three-month period ended March 31, 2025, as compared to $3.7 million for the three-month period ended March

For the three-month period ended March 31, 2025, the

Company recorded a gain of $1.0 million as “Other income”.

For the three-month period ended March 31, 2024, the Company recorded

a gain of $0.2 million as “Other income”, of which Tranglo recorded a gain of $0.2 million as “Other gain”.

Cost of Revenue

For the three-month period ended March 31, 2025, the

Company’s cost of revenue was $6.9 million which was a decrease of 20.7% as compared to that of $8.7 million for the three-month

period ended March 31, 2024.

The direct costs for remittance revenue was $1.7 million for the three-month period ended March 31, 2025,

which represented a decrease of 41.4% as compared to $2.9 million for the three-month period ended March 31, 2024.

The decline was mainly

due to that the cost of revenue contributed by TNG Asia and GEA ceased to be recorded in the year of 2025.

As the TPV for Tranglo decreased by 3.7%, from $1.35

billion for the three-month period ended March 31, 2024 to $1.3 billion for the three-month period ended March 31, 2025, the direct costs

of remittance revenue for Tranglo was $1.7 million for the three-month period ended March 31, 2025, which represented a direct payout

rate of 0.13%.

This payout rate was similar to the direct payout rate of 0.12% for the year of 2024.

The direct costs for global airtime revenue decreased

substantially by 23% from $2.2 million to $1.7 million, which was in line with the 23% decline in global airtime revenue.

The direct costs

for Indonesian airtime revenue was $3.4 million, which was at relatively the same level as that of $3.5 million for the three-month period

ended March 31, 2024.

For the three-month period ended March 31, 2024 the

amortization expenses was $0.4 million.

The amortization expenses were related only to the amortization expense of TNG Asia, after the

divestiture of TNG Asia in the year of 2024, there was no more amortization expense of the Company for the three-month period ended March

Operating Expenses

General and administrative and selling expenses

Total operating expenses

Finance income (costs)

Other income, net

The Company’s operating expenses increased from

$5.8 million for the three-month period ended March 31, 2024, to $7.5 million for the three-month period ended March 31, 2025.

The substantial

increase was mainly due to an expense of $2.2 million in recognition of the incentive shares granted to the employee.

On the other hand, as the Company divested TNG Asia

and GEA in August 2024, there was a total expense of $1.3 million recognised as the operating expenses of Current for the three-month

period ended March 31, 2024, which was not recognised in the year of 2025.

For Tranglo, the operating cost for the three-month period

ended March 31, 2025, was $3.2 million, representing an increase of 14% as compared to $2.8 million for the three-month period ended March

As for WalletKu, the operating costs was $0.2 million for the three-month period ended March 31, 2025, as compared to $0.4 million

for the three-month period ended March 31, 2024.

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

Other expenses

Loss before income tax expense

Income tax expenses

Non-GAAP Financial Figures:

see how Currenc defines and calculates EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results

of Operations—Non-GAAP Financial Measures.”

the nine-month period ended September 30, 2024, Currenc’ revenue decreased by 11.3% to $35.4 million as compared to $39.9 million

for the nine-month period ended September 30, 2023.

The decrease was mainly due to a drastic decline of 22.3% in global airtime revenue.

The remittance revenue decreased as well due to a decline in TNG Asia’s remittance business.

the nine-month period ended September 30, 2024, Tranglo processed 8.56 million remittance transactions with a total value of $3.92 billion,

which compares to 8.11 million transactions and a total value of $3.3 billion for the nine-month period ended September 30, 2023.

as the overall take rate decreased by 15.9% during the period, Tranglo generated remittance revenues of $14.3 million for the nine-month

period ended September 30, 2024, which was at relatively the same level as the nine-month period ended September 30, 2023.

global money transfer network has been expanding.

For the nine-month period ended September 30, 2024, it has increased the number of

global money transfer corridors it serves to more than 80 corridors.

The number of unique users increased to 1,024,100 as of September

30, 2024 from 866,800 as of September 30, 2023, and the number of global money transfer transactions increased from 8.11 million for

the nine-month period ended September 30, 2023 to 8.56 million for the nine-month period ended September 30, 2024.

The number of average

monthly unique sending accounts increased from 326,500 for the nine-month period ended September 30, 2023 to 358,900 for the nine-month

period ended September 30, 2024.

to COVID and the Malaysian border being closed, Currenc’ global airtime business dropped by 34%, from $18.4 million for the year

ended December 31, 2022 to $12.2 million for the year ended December 31, 2023.

For the nine-month period ended September 30, 2024, Currenc’

global airtime revenue continued to decline by 22.3% to $7.3 million as compared to $9.4 million for the nine-month period ended September

As more and more free Wi-Fi is now made available to the people in many Southeast Asian countries, especially in Malaysia and

Indonesia, there was a change in consumers’ behavior.

In particular, the demand for Malaysia-Indonesia airtime transfers has been

declining which led to a continual decline in Tranglo’s global airtime business in the years 2023 and 2024.

Currencdoes not expect

a turn around on its global airtime business in the near future.

the nine-month period ended September 30, 2024, the airtime unique user accounts decreased to 531,000, representing a decline of 25.9%

as compared to 716,500 for the nine-month period ended September 30, 2023.

The monthly average unique sending accounts also decreased

to 140,200 for the nine-month period ended September 30, 2024, representing a decline of 22.1% as compared to 180,000 for the nine-month

period ended September 30, 2023.

Indonesian airtime revenue was $10.2 million for the nine-month period ended September 30, 2024, which was a slight decrease of 2.9%

as compared to $10.5 million for the nine-month period ended September 30, 2023.

the nine-month period ended September 30, 2024, Currenc recorded a gain of $0.7 million as “Other income”, of which

Tranglo contributed a Forex gain of $0.6 million.

For the nine-month period ended September 30, 2023, Currenc recorded a gain of

$0.4 million as “Other income”, of which Tranglo contributed a Forex gain of $0.8 million whereas TNG Asia contributed a

Forex loss of $0.1 million as TNG Asia launched a negative Forex spreads rate of –0.07%.

the nine-month period ended September 30, 2024, Currenc cost of revenue was $24.0 million which was a decrease of 10.1% as compared to

that of $26.7 million for the nine-month period ended September 30, 2023.

Due to Currenc’ efforts at continually lowering the direct

costs for remittance, the direct costs for remittance revenue was $7.7 million for the nine-month period ended September 30, 2024, which

represented a decrease of 9.4% as compared to $8.5 million for the nine-month period ended September 30, 2023, despite a substantial

increase of TPV by 18.8% during the two periods.

Also, the direct costs for global airtime revenue decreased substantially by 24.1% from

$8.3 million to $6.3 million, which was in line with the 22.3% decline in global airtime revenue.

The direct costs for Indonesian airtime

revenue has increased slightly from $9.6 million to $9.7 million during the periods.

amortization expense of Currenc was $1.0 million for the nine-month period ended September 30, 2024, as compared to $1.1 million for

the nine-month period ended September 30, 2023.

Again, the amortization expenses were related only to the amortization expense of TNG

operating expenses increased sharply from $18.8 million for the nine-month period ended September 30, 2023, to $30.0 million for the

nine-month period ended September 30, 2024.

The substantial increase was mainly due to an expense of $13.1 million in recognition of

the incentive shares granted to the employee upon the completion of merging with INFINT SPAC, and also an expense of $1 million in recognition

of shares granted to Roth for their services as the Capital Market Advisor.

The staff costs remained relatively stable as Tranglo had

completed its manpower expansion plan, whereas the legal and professional costs declined slightly during the periods.

legal and professional costs decreased to $1.5 million for the nine-month period ended September 30, 2024, from $3.5 million for the

nine-month period ended September 30, 2023.

This was mainly due to lower extension fees paid for the extension of INFINT SPAC.

income, net for the nine- month period ended September 30, 2024 was mainly contributed by $14.7 million gain on divestiture of TNGA and

expenses were immaterial for the nine-month periods ended September 30, 2024 and 2023.

costs for the three-month period ended September 30, 2024 were mainly represented by PIPE issuance cost of $2.5 million, convertible

bond interest of $1.3 million and interest on loan converted from convertible bond of $1.4 million and interest paid to Ripple of $0.6

million for ODL prefunding purposes.

costs for the nine months’ period ended September 30, 2023, finance costs were mainly represented by convertible bond interest.

of $1.3 million, interest on loan converted from convertible bond of $1.4 million amortization for the debt discount on convertible bond

of $0.8 million and interest paid to Ripple of $0.6 million for ODL prefunding purposes.

effective tax rate of Tranglo for the nine-month period ended September 30, 2024 and 2023 was consistent with the statutory tax rate.

Financial Measures

supplement Currenc’ consolidated financial statements, which are prepared and presented in accordance with GAAP, it uses EBITDA,

a non-GAAP financial measure as described below, to understand and evaluate its core operating performance.

These non-GAAP financial

measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ overall

understanding of its financial performance and should not be considered a substitute for, or superior to, the financial information prepared

and presented in accordance with GAAP.

is defined as net loss before interest, taxes, depreciation and amortization.

Currenc believes that EBITDA provides useful information

to investors and others in understanding and evaluating its operating results.

These non-GAAP financial measures eliminate the impact

of items that Currenc does not consider indicative of the performance of its business.

While Currenc believes that these non-GAAP financial

measures are useful in evaluating its business, this information should be considered as supplemental in nature and is not meant as a

substitute for the related financial information prepared in accordance with GAAP.

table below presents a reconciliation of EBITDA to net loss, the most directly comparable GAAP financial measure, for the periods indicated.

the three-month period ended

September 30,

(dollars in thousands)

For the three-month period ended March 31, 2025, the

Company recorded a gain of $1.0 million as “Other income/(loss)”, which was mostly contributed by Tranglo.

This compared to

a gain of $0.8 million for the three-month period ended March 31, 2024, also contributed mostly by Tranglo.

Finance costs, net

Finance costs for the three-month period ended March

31, 2025, were mainly the interest on loan converted from convertible bond of $0.5 million.

Finance costs in the same period in 2024 were mainly

represented by convertible bond interest of $0.5 million, and interest on loan converted from convertible bond of $0.5 million.

Income tax expenses

Interest expenses, net

The effective tax rate of Tranglo for the three-month

period ended March 31, 2025 and 2024 was consistent with the statutory tax rate.

Non-GAAP Financial Measures

To supplement the Company’s consolidated financial

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

to understand and evaluate its core operating performance.

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

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

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

EBITDA is defined as net loss before interest, taxes,

depreciation and amortization.

the nine-month period ended

September 30,

The Company believes that EBITDA provides useful information to investors and others in understanding and

evaluating its operating results.

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

of the performance of its business.

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

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

prepared in accordance with GAAP.

The table below presents a reconciliation of EBITDA

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

For the three-month period ended

(dollars in thousands)

2 unchanged sentences

Depreciation and amortization

use of EBITDA has material limitations as an analytical tool, as EBITDA does not include all items that impact Currenc’ net loss

for the period.

The use of EBITDA has material limitations as an analytical

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

EBITDA analysis

For the three-month period ended

September 30, 2024

and adjustments

(dollars in thousands)

Net income (loss)

Income tax expenses

Interest expense, net

Depreciation and amortization

For the three-month period ended September 30, 2023

and adjustments

(dollars in thousands)

Net income (loss)

Income tax expenses

Interest expense, net

Depreciation and amortization

the three-month period ended September 30, 2023, Currenc had an EBIT loss of $2.1 million and an EBITDA loss of $1.2 million.

the three-month period ended September 30, 2024, the EBIT loss decreased to $1.1 million and the EBITDA loss was $0.2 million for

the three-month period ended September 30, 2024.

The slight decrease in EBIT and EBITDA losses in the first three months of 2024 was

mainly due to $14.7 million gain on divestiture of TNGA and GEA, offset by an expense of $13.1 million in recognition of the

incentive shares granted to employees upon the completion of merging with INFINT SPAC, as well as an expense of $1 million in

recognition of shares granted to Roth for their services as the Capital Market Advisor after the merging with INFINT

the three-month period ended September 30, 2024, Tranglo recorded an EBIT profit of $0.05 million, which represented a decrease as compared

to $0.4 million for the three-month period ended September 30, 2023.

This was due to an improvement in Tranglo’s gross profit margin

in its remittance business as Tranglo succeeded in containing its direct remittance payout costs.

Despite that there was a 34% decline

in Tranglo’s global airtime revenue, Tranglo managed to maintain a positive EBIT.

For the three-month period ended September 30,

2024, the EBIT loss of TNG Asia and GEA combined was $0.8 million, as compared to $0.4 million for the three-month period ended September

WalletKu recorded an EBIT loss of $0.04 million for the three-month period ended September 30, 2024 which compared to an EBIT

loss of $0.2 million for the three-month period ended September 30, 2023.

For the nine-month period ended

September 30, 2024

March 31, 2025

and adjustments

4 unchanged sentences

Depreciation and amortization

For the nine-month period ended

September 30, 2023

For the three-month period ended

March 31, 2024

and adjustments

4 unchanged sentences

Depreciation and amortization

the nine-month period ended September 30, 2023, Currenc had an EBIT loss of $5.3 million and an EBITDA loss of $2.4 million.

EBIT loss decreased to $3.4 million and the EBITDA loss was $0.6 million for the nine-month period ended September 30, 2024.

decrease in EBIT and EBITDA losses in the first nine months of 2024 was mainly due to $14.7 million gain on divestiture of TNGA and

GEA, offset by an expense of $13.1 million in recognition of the incentive shares granted to employees upon the completion of

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

Capital Market Advisor after the merging with INFINT SPAC.

the nine-month period ended September 30, 2024, Tranglo recorded an EBIT profit of $2.0 million, which represented a slight decrease

as compared to $2.1 million for the nine-month period ended September 30, 2023.

This was due to a substantial improvement in Tranglo’s

gross profit margin in its remittance business as Tranglo succeeded in containing its direct remittance payout costs.

Despite that there

was a 22.3% decline in Tranglo’s global airtime revenue, Tranglo managed to maintain its EBIT profit.

nine-month period ended September 30, 2024, the EBIT loss of TNG Asia and GEA combined was $2.0 million, as compared to $1.6 million

for the nine-month period ended September 30, 2023.

WalletKu recorded an EBIT loss of $0.3 million for the nine-month period ended September

30, 2024 which compared to an EBIT loss of $0.4 million for the nine-month period ended September 30, 2023.

a discussion of the limitations associated with using EBITDA rather than GAAP measures and a reconciliation to net loss, see “— Non-GAAP

Financial Measures .”

is an exempted company registered by way of continuation in the Cayman Islands.

The Cayman Islands currently levies no taxes on individuals

or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate

are no other taxes likely to be material to Currenc levied by the government of the Cayman Islands except for stamp duties which may

be applicable on instruments executed in, or brought within the jurisdiction of, the Cayman Islands.

In addition, the Cayman Islands

does not impose withholding tax on dividend payments.

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

of dividends to the shareholders of Currenc’ subsidiaries in Malaysia are not subject to withholding tax in Malaysia.

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

For the three-month period ended March 31, 2024, the

Company had an EBIT loss of $1.3 million and an EBITDA loss of $0.2 million.

For the three-month period ended March 31, 2025, the EBIT

loss increased to $3.4 million and the EBITDA loss was $2.8 million.

The increase in EBIT and EBITDA losses in the three-month period

ended March 31, 2025, was mainly due to the increase in loss incurred by the headquarters.

On the subsidiary level, Tranglo’s EBITDA

profit was $1.3 million, which represented an increase of 8% as compared to $1.2 million for the three-month period ended March 31, 2024.

For WalletKu, the EBITDA loss was $0.1 million for the three-month period ended March 31, 2025, which was at relatively the same level

as that for the three-month period ended March 31, 2024.

For the two subsidiaries combined, i.e.

Tranglo and WalletKu, the combined EBITDA

profit was $1.2 million for the three-month period ended March 31, 2025, which compared to $1.11 million EBITDA profit for the three-month

period ended March 31, 2024 represented an increase of 8%.

For a discussion of the limitations associated with

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

Cayman Islands

The Company is an exempted company registered by way

of continuation in the Cayman Islands.

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

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

There are no other taxes likely to be material to

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

or brought within the jurisdiction of, the Cayman Islands.

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

The Company’s subsidiaries incorporated in Malaysia

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

Payment of dividends to the shareholders of

the Company’s subsidiaries in Malaysia are not subject to withholding tax in Malaysia.

No Malaysian profit tax has been levied as

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

The Company’s subsidiaries incorporated in Indonesia

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

Dividends paid by its subsidiaries in Indonesia will be

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

Dividends paid or payable to foreign taxpayers

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

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

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

No Indonesian profit

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

the periods presented.

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

Dividends paid

by its subsidiaries in Indonesia will be subject to a withholding tax rate ranging from 0% (subject to certain requirements) to 20%.

Dividends paid or payable to foreign taxpayers are subjected to a tax rate of 20% of cash payment (if in the form of cash dividends)

or 20% of par value (if in the form of share dividends).

Taxpayers who are residents of a country that have a written agreement for double

tax avoidance with Indonesia will be charged at a lower rate if they give their original residence certificates issued by the department

of taxation of the origin country.

No Indonesian profit tax has been levied as Currenc did not have assessable profit that was earned

in or derived from the Indonesian subsidiary during the periods presented.

Going Concern

The Company’s unaudited consolidated financial

The 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.

As 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 $22.7 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.

Net cash used in investing activities was $0.4 million.

cash generated from financing activities was $2.2 million, resulting principally from proceeds of borrowings.

While 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.

and Capital Resources

Flows and Working Capital

principal sources of liquidity have been cash generated from operating activities.

As of September 30, 2024 and December 31, 2023, it

had $49.1 million and $59.0 million, respectively, in Cash and cash equivalents, Restricted cash and Escrow money receivable.

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

As of September 30, 2024 and December 31, 2023, Currenc had $0.04 million and $5.4 million, respectively, in restricted cash.

believes that its current cash and cash equivalents, proceeds from additional equity and debt financing and its anticipated cash flows

from operations will be sufficient to meet its anticipated cash needs, including its cash needs for working capital and capital expenditures,

for at least the next 12 months.

following table sets forth a summary of Currenc’ cash flows for the periods indicated:

For the nine-month period ended

September 30,

As 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 three-month period ended March

31, 2025, the Company had a net loss of $4.5 million and net cash provided by operating activities of $1.5 million.

Net cash used in investing

activities was $0.2 million.

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

While the Company believes that it will be able to

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

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

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

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

Under the ELOC scheme, the

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

Liquidity and Capital Resources

Cash Flows and Working Capital

The Company’s principal sources of liquidity

have been cash generated from operating activities.

As of March 31, 2025 and 2024, it had $62.3 million and $59.2 million, respectively,

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

Cash and cash equivalents, Restricted cash and Escrow money

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

As of March 31, 2025, and March 31, 2024, the

Company had $0.04 million and $5.5 million, respectively, in restricted cash.

The Company believes that its current cash and cash

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

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

The following table sets forth a summary of the Company’s

cash flows for the periods indicated:

For the three-month period ended

(dollars in thousands)

Net cash used in by operating activities

Net cash used in by investing activities

Net cash provided by/(used in) financing activities

Net decrease in cash and cash equivalents

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net (decrease)/increase in cash and cash equivalents

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

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

had net cash used in operating activities of $11.7 million in the nine-month period ended September 30, 2024, mainly comprised of a net

loss of $11.3 million.

had net cash used in operating activities of $10.8 million in the period ended September 30, 2023, primarily attributable to the net

loss of $10.4 million.

cash used in investing activities amounted to $365,000 for the nine-month period ended September 30, 2024.

cash used in investing activities amounted to $174,000 for the period ended September 30, 2023.

cash provided by financing activities amounted to $2.2 million in the nine-month period ended September 30, 2024, mainly comprised of

proceeds from issuance of convertible bond of $1.75 million.

cash used by financing activities amounted to $148,000 in the period ended September 30, 2023.

capital expenditures are incurred primarily in connection with computer hardware and software.

Its capital expenditures were $1.8 million

and $0.2 million for the nine-month period ended September 30, 2024 and 2023, respectively.

following table sets forth Currenc’ contractual obligations as of September 30, 2024:

Operating Activities

The Company had net cash used in operating activities

of $1.5 million for the three-month period ended March 31, 2025, mainly comprised of a net loss of $4.5 million, net-off by Non-cash expense

for Share-based compensation of $2.2 million.

Seamless had net cash used in operating activities

of $0.2 million in the three-month period ended March 31, 2024, mainly comprised of a net loss of $2.6 million, offset by the increase

in interest payable on convertible bonds of $1 million, depreciation of $0.2 million and amortization of $0.8 million.

Investing Activities

Net cash used in investing activities amounted to

$0.2 million in the three-month period ended March 31, 2025.

Net cash provided by investing activities amounted

to $0.01 million in the three-month period ended March 31, 2024.

Financing Activities

Net cash provided by financing activities amounted

to $0.1 million in the three-month period ended March 31, 2025.

Net cash used by financing activities amounted to

$0.5 million in the three-month period ended March 31, 2024, primarily attributable to net proceeds from borrowings of $0.5 million.

Capital Expenditures

The Company’s capital expenditures are incurred

primarily in connection with computer hardware and software.

Its capital expenditures were $0.2 million and $0.01 million for the three-month

periods ended March 31, 2025 and 2024, respectively.

Contractual Obligations

The following table sets forth the Company’s

contractual obligations as of March 31, 2025:

Payment Due by Period

6 unchanged sentences

Total contractual cash obligations

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

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

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

It is assumed that no

further refinancing of existing loans takes place.

Sheet Commitments and Arrangements

was not a party to any financial guarantees or other commitments to guarantee the payment obligations of any third parties during 2023,

and the nine months ended September 30, 2024.

It has not entered into any derivative contracts that are indexed to its shares

and classified as shareholder’s equity or that are not reflected in its consolidated financial statements.

Furthermore, it does

not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market

risk support to such entity.

Currenc does not have any variable interest in any unconsolidated entity that provides financing, liquidity,

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

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.

Control Over Financial Reporting

Prior to the Business Combination, Seamless was a private company with limited accounting personnel and other resources with which to address its internal control and

procedures over financial reporting.

As a company with less than $1.235 billion in revenue for its last fiscal year, Currenc

qualifies as an “emerging growth company” pursuant to the JOBS Act.

An emerging growth company may take advantage of

specified reduced reporting and other requirements that are otherwise applicable generally to public companies.

These provisions

include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of

the emerging growth company’s internal control over financial reporting.

Accounting Policies and Estimates

prepares its consolidated financial statements in accordance with U.S.

In doing so, it has to make estimates and assumptions that

affect its reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities.

To the extent that there are material differences between these estimates and actual results, Currenc’ financial condition or operating

results and margins would be affected.

Currenc bases its estimates on past experience and other assumptions that it believes are reasonable

under the circumstances, and it evaluates these estimates on an ongoing basis.

The following is a discussion of the accounting policies

we apply that are considered to involve a higher degree of judgment in their application.

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

from contracts with customers is measured based on the consideration specified in a contract with a customer in exchange for transferring

goods or services to a customer net of sales and service tax, returns, rebates and discounts.

The Company recognizes revenue when (or

as) it transfers control over a product or service to its customer.

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

of the asset.

Depending on the substance of the contract, revenue is recognized when the performance obligation is satisfied, which may

be at a point in time or over time.

assets represent the Company’s right to consideration for performance obligations that have been fulfilled but for which the customer

has not been billed as of the balance sheet date.

services revenue

from contracts with customers on service charges and gain/loss on foreign exchange arising from remittance activities are recognized

upon the processing and execution of the international money transfer transactions.

Remittance services are further divided into Fiat

Currency Prefunded Remittance Service and XRP Prefunded Remittance Service.

Management has considered these two services to be two product

customers of the remittance services are financial institutions (referred to as “Remittance Partners”).

The Company leased certain office and shop premises and computer peripherals under non-cancellable operating leases expiring in 2025.

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

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

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

Off-Balance Sheet Commitments and Arrangements

The Company was not a party to any financial guarantees

or other commitments to guarantee the payment obligations of any third parties during 2024 and 2025.

It has not entered into any derivative

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

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

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

The Company does not have any variable interest in any unconsolidated entity

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

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are

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

of the specified effective date.

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

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

Rescission of SAB 121 and Adoption of SAB 122

On January 23, 2025, the U.S.

Securities and Exchange

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

122, which rescinds SAB No.

Under SAB 121, entities that safeguard crypto-assets

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

SAB 122 eliminates this requirement

and must be applied retrospectively for all periods presented.

The guidance is effective for annual reporting periods

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

on or after January 30, 2025.

The Company has elected not to early adopt the guidance.

Internal Control Over Financial Reporting

Prior to the Business Combination, Seamless was a

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

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

growth company” pursuant to the JOBS Act.

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

requirements that are otherwise applicable generally to public companies.

These provisions include exemption from the auditor attestation

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

over financial reporting.

Critical Accounting Policies and Estimates

The Company prepares its consolidated financial statements

in accordance with U.S.

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

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

To the extent that there are material differences

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

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

it evaluates these estimates on an ongoing basis.

The following is a discussion of the accounting policies the Company applies that are

considered to involve a higher degree of judgment in their application.

Revenue Recognition

The Company complies with ASC 606, Revenue from

Contracts with Customers .

Revenue from contracts with customers is measured

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

sales and service tax, returns, rebates and discounts.

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

or service to its customer.

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

Depending on the substance

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

Contract assets represent the Company’s right

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

Remittance services revenue

Revenue from contracts with customers on service charges

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

money transfer transactions.

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

Remittance Service.

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

The customers of the

remittance services 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.

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

Company earns revenue by charging their customers a Fiat Currency Prefunded Remittance Fee when they use the Company’s platform

to transfer money to a beneficiary in another country.

These Fiat Currency Prefunded Remittance Fees are fixed and specific for every

country’s currency and are charged at the point-in-time of executing this performance obligation.

Prior to delivering cash to the

customer’s beneficiary, the customer must directly provide the Company with prefunding (i.e., the cash to be remitted to the beneficiary).

This is the traditional prefunding process, which the Company describes as Fiat Currency Prefunded Remittance Service.

Prefunded Remittance Service

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

Note 9 in the Company’s consolidated financial statements) with the XRP Prefunded Remittance Service.

Ripple supplies the customer

with the XRP equivalent of the requested prefunding.

The Company subsequently liquidates this XRP on Ripple’s behalf, and the fiat

currency obtained as a result of the liquidation process is transferred to the customer’s beneficiary.

Customers who prefund their

remittance service with XRP must enter into an agreement with Ripple and undergo stringent credit checks in order to get XRP prefunding

and use Ripple’s platform.

The Company charges their customers an XRP Prefunded Remittance Service Fee when the money is transferred

to the customer’s beneficiary.

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

warranties or other similar obligations.

There are also no significant payment terms involved as the Company obtains their fees shortly

after charging their customers.

WalletKu Modern Channel

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

of the goods to customer.

The credit terms are typically 3-7 days.

from airtime sold is recognized when the relevant international airtime transfer or reload request is processed and executed.

from contracts with customers on other services is recognized as and when services are rendered.

Goodwill represents the excess of the purchase

price over the estimated fair value of net tangible and identifiable intangible assets acquired in a business combination.

performs goodwill impairment test on annual basis and more frequently upon the occurrence of certain events as defined by ASC 350.

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

Fiat Currency Prefunded Remittance Service

The Company earns revenue by charging their customers

a fiat currency prefunded remittance fee when they use the Company’s platform to transfer money to a beneficiary in another country.

These fiat currency prefunded remittance fees are fixed and specific for every country’s currency and are charged at the point-in-time

of executing this performance obligation.

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

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

This is the traditional prefunding process, which the

Company describes as Fiat Currency Prefunded Remittance Service.

XRP Prefunded Remittance Service

Unlike the Fiat Currency Prefunded Remittance Service,

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

with the XRP Prefunded Remittance Service.

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

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

is transferred to the customer’s beneficiary.

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

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

The Company charges their

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

For both the XRP Prefunded and Fiat Currency Prefunded

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

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

Sales WalletKu Modern Channel

Revenue from the sale of goods is recognized at the

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

The credit terms

are typically 3-7 days.

Sales of airtime

Revenue from airtime sold is recognized when the relevant

international airtime transfer or reload request is processed and executed.

Other services

Revenue from contracts with customers on other services

is recognized as and when services are rendered.

Goodwill Impairment

Goodwill represents the excess of the purchase price

over the estimated fair value of net tangible and identifiable intangible assets acquired in a business combination.

The Company performs

goodwill impairment test on annual basis and more frequently upon the occurrence of certain events as defined by ASC 350.

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

The Company first assesses qualitative factors to determine

7 unchanged sentences

of the reporting unit.

As the fair values of the reporting units is not less than carrying amount, no impairment was recorded for the

period ended September 30, 2024 and year ended December 31, 2023.

Growth Company and Smaller Reporting Company Status

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

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Emerging Growth Company and Smaller Reporting Company

The Company is an “emerging growth company,”

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

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

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

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

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

approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

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

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated

the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may

take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated

financial statements.

Quantitative and Qualitative Disclosures About Market Risk.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject

to possible redemption in accordance with the guidance enumerated in ASC 480, Distinguishing Liabilities from Equity.

Ordinary shares

subject to mandatory redemption are classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary

shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption

upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

times, ordinary shares are classified as shareholders’ equity.

The Company’s Ordinary Shares feature certain redemption rights

that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events.

and Qualitative Disclosures About Market Risk.

is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required

under this item.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis