Currenc Group Inc. 10-Q

Item 1. Financial Statements. CURRENC GROUP INC. AND SUBSIDIARIES INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (unaudited) 4 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three months ended March 31, 2025 and 2024 (unaudited) 5 Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three months ended March 31, 2025 and 2024 (unaudited) 6 Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 2025 and 2024 (unaudited) 7 Notes to the Condensed Consolidated Financial Statements (unaudited) 8 to 25 3 CURRENC GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, 2025 December 31, 2024 (restated) US$ US$ ASSETS Current assets: Cash and cash equivalents 62,300,298 63,821,397 Restricted cash 40,978 40,742 Accounts receivable, net 2,103,924 2,115,681 Other financial assets 3,171,000 - Amounts due from related parties 449,094 560,823 Prepayments, receivables and other assets 25,874,112 20,948,216 Total current assets 93,939,406 87,486,859 Non-current assets: Equipment and software, net 1,118,661 1,055,520 Right-of-use asset 294,965 349,240 Intangible assets 3,000,978 3,386,117 Goodwill 12,059,428 12,059,428 Deferred tax assets 344,291 342,822 Total non-current assets: 16,818,323 17,193,127 Total assets 110,757,729 104,679,986 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current liabilities: Borrowings 20,128,362 20,150,058 Receivable factoring 480,225 258,415 Other financial liabilities 3,329,550 - Accounts payable, accruals and other payables 51,411,453 55,329,740 Amounts due to related parties 76,472,666 67,697,074 Convertible bonds 1,750,000 1,750,000 Lease liabilities 177,505 171,909 Total current liabilities 153,749,761 145,357,196 Non-current liabilities: Deferred tax liabilities 784,479 876,912 Employee benefit obligation 39,259 45,289 Lease liabilities 111,833 156,647 Total non-current liabilities: 935,571 1,078,848 Total liabilities 154,685,332 146,436,044 Commitments and contingencies (Note 10) - - Shareholders’ deficit: Ordinary shares (US$ 0.0001 par value; 550,000,000 shares authorized 46,527,999 and 46,527,999 shares issued and outstanding as of March 31, 2025, and December 31, 2024, respectively) (1) 4,653 4,653 Additional paid-in capital (1) 67,797,587 65,638,838 Accumulated deficit ( 136,197,260 ) ( 131,522,902 ) Accumulated other Comprehensive Loss 7,873 ( 108,122 ) Total shareholders’ deficit attributable to Currenc Group Inc. ( 68,387,147 ) ( 65,987,533 ) Non-controlling interests 24,459,544 24,231,475 Total deficit ( 43,927,603 ) ( 41,756,058 ) Total liabilities, mezzanine equity and shareholders’ deficit 110,757,729 104,679,986 (1) Retrospectively restated to reflect Reverse Recapitalization – See Note 1 and Note 2. The accompanying notes form an integral part of these condensed consolidated financial statements. 4 CURRENC GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) 2025 2024 Three months ended March 31, 2025 2024 US$ US$ Revenue 10,055,569 13,104,123 Cost of revenue ( 6,854,172 ) ( 8,696,562 ) Gross profit 3,201,397 4,407,561 Selling expenses - ( 3,987 ) General and administrative expenses ( 7,522,252 ) ( 5,824,208 ) Loss from operations ( 4,320,855 ) ( 1,420,634 ) Finance costs, net ( 1,087,313 ) ( 1,311,363 ) Other income 969,691 189,735 Other expenses ( 402 ) ( 19,137 ) Loss before income tax ( 4,438,879 ) ( 2,561,399 ) Income tax expense ( 48,479 ) ( 70,529 ) Net loss ( 4,487,358 ) ( 2,631,928 ) Net income attributable to non-controlling interests ( 187,000 ) ( 403,056 ) Net loss attributable to Currenc Group Inc. ( 4,674,358 ) ( 3,034,984 ) Net loss per share, basic and diluted (1) ( 0.13 ) ( 0.09 ) Shares used in net loss per share computation, basic and diluted (1) 35,374,891 33,980,753 Other comprehensive loss: Foreign currency translation adjustments 171,532 368,135 Total comprehensive loss ( 4,315,826 ) ( 2,263,793 ) Total Comprehensive Loss attributable to non-controlling interests ( 228,069 ) ( 407,798 ) Total comprehensive loss attributable to Currenc Group Inc. ( 4,543,895 ) ( 2,671,591 ) (1) Retrospectively restated to reflect Reverse Recapitalization – See Note 1 and Note 2. The accompanying notes form an integral part of these condensed consolidated financial statements. 5 CURRENC GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT For the Three months ended March 31, 2025 AND 2024 (UNAUDITED) Number of Shares Common Shares Additional Paid-in Capital Accumulated Deficit Foreign currency translation adjustments Remeasurement of post-employee benefits obligation Total Shareholders’ Deficit Non-controlling Interests Total Deficit Accumulated Other Comprehensive Loss Number of Shares Common Shares Additional Paid-in Capital Accumulated Deficit Foreign currency translation adjustments Remeasurement of post-employee benefits obligation Total Shareholders’ Deficit Non-controlling Interests Total Deficit Balance at January 1, 2024 (as previously reported) 58,030,000 58,030 29,172,373 ( 92,075,379 ) 68,551 19,815 ( 62,756,610 ) 23,613,363 ( 39,143,247 ) Retroactive application of the recapitalization ( 24,049,247 ) ( 54,632 ) 54,632 - - - - - - Balance at January 1, 2024 (as adjusted) 33,980,753 3,398 29,227,005 ( 92,075,379 ) 68,551 19,815 ( 62,756,610 ) 23,613,363 ( 39,143,247 ) Net loss - - - ( 3,034,984 ) - - ( 3,034,984 ) 403,056 ( 2,631,928 ) Foreign currency translation adjustments - - - - 363,393 - 363,393 4,742 368,135 Disposal of subsidiaries - - - - - - - - - Balance at March 31, 2024 33,980,753 3,398 29,227,005 ( 95,110,363 ) 431,944 19,815 ( 65,428,201 ) 24,021,161 ( 41,407,040 ) Accumulated Other Comprehensive Loss Number of Shares Common Shares Additional Paid-in Capital Accumulated Deficit Foreign currency translation adjustments Remeasurement of post-employee benefits obligation Total Shareholders’ Deficit Non-controlling Interests Total Deficit Balance at January 1, 2025 46,527,999 4,653 65,638,838 ( 131,522,902 ) ( 142,401 ) 34,279 ( 65,987,533 ) 24,231,475 ( 41,756,058 ) Balance 46,527,999 4,653 65,638,838 ( 131,522,902 ) ( 142,401 ) 34,279 ( 65,987,533 ) 24,231,475 ( 41,756,058 ) Share-based compensation - - 2,158,749 - - - 2,158,749 - 2,158,749 Net loss - - - ( 4,674,358 ) - - ( 4,674,358 ) 187,000 ( 4,487,358 ) Foreign currency translation adjustments - - - - 130,463 - 130,463 41,069 171,532 Remeasurement for the year — — — — — ( 14,468 ) ( 14,468 ) — ( 14,468 ) Balance at March 31, 2025 46,527,999 4,653 67,797,587 ( 136,197,260 ) ( 11,938 ) 19,811 ( 68,387,147 ) 24,459,544 ( 43,927,603 ) Balance 46,527,999 4,653 67,797,587 ( 136,197,260 ) ( 11,938 ) 19,811 ( 68,387,147 ) 24,459,544 ( 43,927,603 ) The accompanying notes form an integral part of these condensed consolidated financial statements. 6 CURRENC GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 2025 2024 Three months ended March 31, 2025 2024 US$ US$ Cash flows from operating activities: Net loss ( 4,487,358 ) ( 2,631,928 ) Adjustments to reconcile net loss to net cash provided by operating activities: Non-cash expense for Share-based compensation 2,158,749 - Depreciation of equipment and software 123,799 142,518 Depreciation of right-of-use assets 53,712 41,981 Amortization of intangible assets 385,139 831,392 Deferred income taxes ( 92,426 ) 54,704 Disposal of fixed assets 401 - Unrealized foreign exchange gain 328,269 ( 124,690 ) Changes in operating assets and liabilities: Accounts receivable 33,923 ( 110,270 ) Prepayments, receivables and other assets ( 4,918,772 ) 9,477,057 Escrow money payable - 218,542 Client money payable - 146,847 Accounts payable, accruals and other payables ( 4,068,655 ) ( 7,014,740 ) Interest payable on convertible bonds - 952,736 Amount due from a director 729,198 - Amount due to Immediate holding company 23,766 - Amounts due from related parties ( 3,652 ) - Amounts due to related parties 8,245,995 ( 2,205,121 ) Net cash used in operating activities ( 1,487,912 ) ( 220,972 ) Cash flows from investing activities: Decrease in short-term investments - 615 Purchases of property, plant and equipment ( 175,158 ) ( 12,058 ) Proceed received from disposal of PPE 596 - Net cash used in investing activities ( 174,562 ) ( 11,443 ) Cash flows from financing activities: Proceeds from borrowings - 639,210 Repayment of borrowings - ( 95,742 ) Proceeds from receivable factoring 433,287 586,789 Repayment of receivable factoring ( 218,974 ) ( 610,559 ) Payment of principal elements of lease liabilities ( 65,286 ) ( 46,295 ) Payment of interest elements of lease liabilities ( 7,416 ) ( 2,952 ) Net cash generated from/(used in) financing activities 141,611 470,451 Net decrease in cash and cash equivalents ( 1,520,863 ) 238,036 Cash and cash equivalents, restricted cash and escrow money receivable at beginning of the period 63,862,139 58,960,384 Cash and cash equivalents, restricted cash and escrow money receivable at end of the period 62,341,276 59,198,420 Supplemental disclosure of cash flow information: Income taxes paid ( 140,905 ) ( 15,825 ) Interest paid ( 48,773 ) ( 346,270 ) The accompanying notes form an integral part of these condensed consolidated financial statements. 7 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1 Organization and business Currenc Group Inc. and its wholly owned subsidiaries (collectively, the “Company” or “Currenc”) is a limited liability company incorporated in the Cayman Islands on March 8, 2021. It is an investment holding company headquartered in Singapore. The Company was originally a publicly traded special purpose acquisition company named INFINT Acquisition Corporation (“INFINT”), which was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially 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. The Company’s principal subsidiaries at March 31, 2025, are set out below: Schedule of principal subsidiaries Percentage of ownership held by the Company Company Name Place of incorporation Principal activities Directly Indirectly Seamless Group Inc. Cayman Islands Investment holding 100 % Dynamic Investment Holdings Limited Cayman Islands Investment holding 100 % Bagus Fintech Pte. Ltd. Singapore Providing business center services — 100 % CURRENC Capital Inc. Cayman Islands Investment holding 100 % — CURRENC US INC. United States Investment holding 100 % — CURRENC Power Inc. Cayman Islands Investment holding 100 % — Seamless AI Inc. BVI Investment holding — 51 % Seamless Lab Limited Hong Kong Development of AI call center and system integration — 51 % CURR-ARC GP Limited Hong Kong Acting as General Partner of Limited Partnership Fung — 100 % CURR-ARC AI Fund 1 LPF Hong Kong Limited Partnership Fund — 100 % Tranglo Sdn. Bhd. Malaysia Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services — 60 % PT Tranglo Indonesia Indonesia Operating money remittance business — 60 % PT Tranglo Solusindo Indonesia Providing and sourcing airtime and other related services — 60 % Tranglo (MEA) Limited Hong Kong Providing and sourcing airtime and other related services — 60 % Tranglo Europe Ltd United Kingdom Operating money remittance business — 60 % Tranglo Pte. Ltd. Singapore Operating money remittance business — 60 % Treatsup Sdn. Bhd. Malaysia Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application — 60 % Dynamic Indonesia Holdings Limited Cayman Islands Investment holding — 100 % 8 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1 Organization and business (continued) Dynamic Indonesia Pte. Ltd. Singapore Retail sales via the internet and development of other software and programming activities — 82.0 % PT Dynamic Wallet Indonesia Indonesia Business operations have not commenced — 82.2 % PT Walletku Indompet Indonesia Indonesia (i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher — 82.2 % 2 Summary of significant accounting policies (a) Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of March 31, 2025, and the results of operations for the three months ended March 31, 2025 and 2024. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the consolidated financial statements not misleading have been included. The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly do not include all of the disclosures normally made in the Company’s annual financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of the Company for the fiscal year ended December 31, 2024. (b) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 9 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) (c) Going concern The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. 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 months ended March 31, 2025, the Company had a net loss of $ 4.5 million and net cash used in operating activities of $ 1.5 million. Net cash used in investing activities was $ 0.2 million. These conditions cast substantial doubt about the Company’s ability to continue as a going concern. While the Company believes that it will be able to grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy. In addition, on February 10, 2025, the Company entered into the ELOC Purchase Agreement with a third party. Under the ELOC scheme, the company will have the capacity to issue additional shares and dispose in the market for extra liquidity, up to $ 10,000,000 worth of ordinary shares. (d) Use of estimates The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, valuation of convertible bonds, income tax, valuation of employee stock options and estimates related to lease accounting involving discount rates used in lease calculations (if estimate using incremental borrowing rate) and lease term assumptions considering exercise of renewal or termination options. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. (e) Revenue recognition The Company complies with ASC 606, Revenue from Contracts with Customers. Revenue from contracts with customers is measured based on the consideration specified in a contract with a customer in exchange for transferring goods or services to a customer net of sales and service tax, returns, rebates and discounts. The Company recognizes revenue when (or as) it transfers control over a product or service to its customer. An asset is transferred when (or as) the customer obtains control of the asset. Depending on the substance of the contract, revenue is recognized when the performance obligation is satisfied, which may be at a point in time or over time. Contract assets represent the Company’s right to consideration for performance obligations that have been fulfilled but for which the customer has not been billed as of the balance sheet date. 10 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) 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. 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. There 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 the 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. 11 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) (f) Segments As the chief operating decision-maker, or CODM, of the Company, the Chief Executive Officer, or CEO, reviews the financial results when making decisions about allocating resources and assessing the performance of the Company. The Tranglo Sdn BHD and related subsidiaries (“Tranglo”) and PT Walletku Indompet Indonesia (“WalletKu”) are all considered operating segments. These have been aggregated into two reportable segments, which are remittance services and sales of airtime. Other services are not assigned to a specific reportable segment as their results of operations are immaterial. The remittance segment is operated through Tranglo. Tranglo operates the remittance hub covering Southeast Asia and globally, which in the downstream segment of the remittance business. Management operates, monitors and evaluates the whole remittance business so as to create maximum value for the Company. The Company operates the airtime segment via its international airtime transfer business through Tranglo and its retail airtime trading business locally in Indonesian through WalletKu. As with the remittance segment, management believes maximum synergy and business value can best be achieved by aggregating and managing the airtime business through these two subsidiaries. On July 30, 2024, Seamless Group Inc. disposed all of its equity interest in GEA Holdings Limited to L&L Health Holdings Limited, a related company. On August 30, Seamless Group Inc. has disposed all of the equity interest in TNG (Asia) Limited and deconsolidated the subsidiary. For comparability, TNGA and GEA operation were not included in the segment reporting in the three months period ended March 31, 2025, onwards, while the TNGA and GEA operation were included in the three months period ended March 31, 2024. (g) Share-based compensation The Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation – Stock Compensation”, or ASC 718, under which the fair value of awards issued to employees is expensed over the period in which the awards vest. As of March 31, 2025, 2,188,771 vested shares have been distributed to the staff, while 1,775,553 vested shares remain in trust. Fair value of the outstanding unvested shares to employee are $ 13,178,775.56 The Company estimates the fair value of awards using an Income Approach (Finnerty method). The Company accounts forfeitures as they occur. For the awards granted on July 29, 2022, the following assumptions were used in the model: Schedule of fair value assumptions of awards Expected Volatility ( 39.84 % to 43.74 %) Expected Dividend Yield ( 0 %) Expected Time to Liquidity ( 0.92 years to 2.92 years) Exercise Price ($ Nil ) Stock price at grant date ($ 6.55 ) 12 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) Weighted Average Fair Value of 1 Share ($ 5.73 ) The fair value of the awards granted on July 29, 2022 is $ 33,284,970 . For the awards granted on August 21, 2024, the following assumptions were used in the model: Schedule of fair assumption of awards granted Expected Volatility ( 26.65 % to 42.32 %) Expected Dividend Yield ( 0 %) Expected Time to Liquidity ( 0.03 years to 2.03 years) Exercise Price ($ Nil ) Stock price at grant date ($ 6.22 ) Weighted Average Fair Value of 1 Share ($ 5.75 ) On August 30, 2024, Seamless re-granted 466,573 shares out of the forfeited shares mentioned above. The fair value of the awards granted on August 30, 2024 is $ 2,695,334 . In February 2025, Seamless granted 320,071 shares out of the forfeited shares to its employees. Fair value of the shares granted is $ 310,292 . Fair value is based on the closing market price of the shares prior to the grant date. For the awards granted on February 25, 2025, the following assumptions were used in the model: ● Closing stock price of the Company before the grant date was $ 1.49 . ● Share-based compensation expense of $ 2,158,749 and $ Nil was recognized under General and administrative expenses for the three months ended March 31, 2025 and 2024, respectively. Share-based compensation expense is not recognized in three months ended March 31, 2024 as the expenses are start recognising upon the completion of de-SPAC process. (h) Prefunding to remittances partner Prefunding to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future. The prepayments are utilized when a remittance order is executed by the partner and the resulting amount of the order is deducted from the balance with the partner. The Company allows its remittance partners to prefund their balance through cryptocurrencies. These cryptocurrencies are mainly XRP. Ripple provides the XRP upon request to the Company and its remittance partners. Under applicable accounting standards, the Company is an agent when facilitating cryptocurrency transactions on behalf of its customers. These cryptocurrencies are held under a bailment arrangement in an account in the Company’s name on behalf of its business partner but they are not Seamless’s assets and therefore, are not reflected as cryptocurrency assets on the Company’s consolidated balance sheets . Although the Company does not control the XRP in the bailment account, the Company is responsible for safeguarding the XRP in the bailment account. 13 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) (h) Prefunding to remittances partner (continued) Independent Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange (“Pdax”), Betur, Inc. (“Coins.ph”) and Bitstamp Global Limited (“Bitstamp”) (collectively, the “Cryptocurrency Exchanges”) are centralized crypto exchanges which keep the cryptographic keys for each respective XRP wallet and provide the Company with its respective API access keys. The Company is the only party that holds the API access keys that grant it direct access to its XRP wallet maintained on the respective Cryptocurrency Exchange. The Cryptocurrency Exchanges maintain records of all assets deposited by its users and send statements to the Company. The Company reconciles its internal ODL transaction records to the statements received from the Cryptocurrency Exchanges to ensure that these are accurate. The Company has an obligation to protect the API access keys from being abused or stolen. The Company is responsible for any damages caused by loss or theft. On January 23, 2025, the U.S. Securities and Exchange Commission, or SEC, issued Staff Accounting Bulletin (SAB) No. 122, which rescinds SAB No. 121. Under SAB 121, entities that safeguard crypto-assets for platform users were required to recognize a corresponding liability and asset for those obligations. SAB 122 eliminates this requirement and must be applied retrospectively for all periods presented. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements. The following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the periods indicated. Schedule of restatement of each financial statement Previously Reported Adjustments As Restated December 31, 2024 Previously Reported Adjustments As Restated US$ US$ US$ Consolidated Balance Sheets as of December 31, 2024 Prepayments, receivables and other assets 24,738,392 ( 3,790,176 ) 20,948,216 Accounts payable, accruals and other payables 59,119,916 ( 3,790,176 ) 55,329,740 (i) Net loss per share Basic earnings per share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. Diluted net earnings per share is calculated by dividing the net loss by the weighted average number of ordinary shares and potentially dilutive securities outstanding for the period. If there is a loss, potentially dilutive securities are not considered, as they would be anti-dilutive. The following tables provide the calculation of basic and diluted net loss per ordinary share for the three months ended March 31, 2025 and 2024: 14 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) Schedule of calculation of basic and diluted net loss per ordinary shares 2025 2024 Three months ended March 31, 2025 2024 Numerator: Net loss $ ( 4,674,358 ) $ ( 3,034,984 ) Denominator: Weighted average ordinary shares outstanding 35,374,891 33,980,753 Basic and diluted net (loss) per share $ ( 0.13 ) $ ( 0.09 ) The following table sets forth the total number of shares that may potentially be dilutive ordinary shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses. The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted loss per share: Schedule of computation of diluted loss per share March 31, 2025 March 31, 2024 Warrants 17,796,765 - Convertible bonds (treasury stock method) 1,027,997 2,604,554 Anti dilutive securities 1,027,997 2,604,554 (j) Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment (see Note 11, Shareholders’ Deficit , for additional information). (k) Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly, hypothetical transaction between market participants at the measurement date, or exit price. ASC 820, Fair Value Measurement (“ASC 820”) establishes a fair value hierarchy for inputs, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 15 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2 Summary of significant accounting policies (continued) ASC 825-10, Financial Instruments, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company elected to apply the fair value option to its the convertible bonds and convertible promissory note described in Note 8, Convertible bonds and notes . These financial liabilities were initially measured at its issue-date fair value and is subsequently remeasured at fair value on a recurring basis at each reporting period date. The Company elected to present the fair value and the accrued interest component separately in the statements of operations. Changes in fair value of debt presented in the “Other income” or “Other expenses” line item under other income in the statements of operations. (l) Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position or results of operations upon adoption. In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Disaggregation of Income Statement Expenses). The new standard requires disclosure in the notes to the financial statements of additional specified information about certain costs and expenses. The standard does not change or remove current expense disclosure requirements. This ASU is effective for the Company’s annual periods beginning on October 1, 2027, and interim periods beginning on October 1, 2028. The Company is currently evaluating the impact of the new rule on its financial statements and disclosures. 16 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3 Goodwill Schedule of goodwill Goodwill Gross Impairment Net US$ US$ US$ Balance as of January 1, 2024 27,001,383 - 27,001,383 Goodwill impairment during the year - ( 14,941,955 ) ( 14,941,955 ) Balance as of December 31, 2024, January 1, 2025, and March 31, 2025 27,001,383 ( 14,941,955 ) 12,059,428 During the year ended December 31, 2024, the Company determined during its annual assessment that the goodwill associated with the Indonesian airtime business was impaired, and recorded impairment charges of $ 14.9 million. During the year ended December 31, 2024, the Company recognized a goodwill impairment loss of $ 5.4 million related to the airtime reporting unit. The impairment was primarily driven by the deterioration of business performance of WalletKu. The impairment was identified following the annual goodwill impairment testing. The WalletKu reporting unit’s financial performance had significantly underperformed expectations due to limited growth in Indonesian market. In addition, the reporting unit’s forecasted growth rates were revised based on current market conditions and customer trends. During the year ended December 31, 2024, the Company recognized a goodwill impairment loss of $ 9.5 million related to the Remittance reporting unit. The impairment was primarily driven by the slowdown of business growth of Tranglo. The impairment was identified following the annual goodwill impairment testing. The reporting unit’s forecasted growth rates were revised based on current market conditions and customer trends. There is no triggering events for additional impairment testing has occurred in the three months period ended March 31, 2025. The following table sets forth the goodwill by reportable segments: Schedule of goodwill reportable segments March 31, 2025 December 31, 2024 US$ US$ Remittance services 12,919,935 12,919,935 Sales of Airtime 8,639,493 8,639,493 Goodwill 21,559,428 21,559,428 The goodwill was arising from the acquisition of Tranglo and WalletKu Group in 2018 and 2022 respectively. 17 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4 Borrowings Schedule of borrowings March 31, 2025 December 31, 2024 US$ US$ Short-term borrowings (i) 7,551,296 7,565,887 Long-term borrowings (ii) 3,677,066 3,684,171 Less: current maturities ( 3,677,066 ) ( 3,684,171 ) Non-current maturities - - Promissory note 8,900,000 8,900,000 Total Borrowings 20,128,362 20,150,058 (i) As of March 31, 2025, and December 31, 2024, the Company had several unsecured short-term loans from independent third parties which were repayable within one year and charged interest rates ranging from Nil to 24.0 % and Nil to 24.0 % per annum, respectively. As of March 31, 2025, and December 31, 2024, the weighted average interest rate of these borrowings was 13.7 % and 13.7 % per annum, respectively. The borrowings are denominated in Hong Kong Dollar (“HK$”) and United States Dollar (“US$”). (ii) As of March 31, 2025, the Company obtained several unsecured long-term loans for two to five years. Interest rates ranged from 12.0 % to 15.0 % per annum, respectively. As of March 31, 2025, the weighted average interest rate of these borrowings was 12.6 % per annum. The borrowings are denominated in HK$ and US$. As of March 31, 2025, and December 31, 2024, the Company obtained loans from two members of management of the Company. A loan of HK$ 12.3 million (equivalent to US$ 1.6 million) has been provided by Mr. Alexander Kong, the Chairman, at an interest rate of 12 % per annum. Another loan of HK$ 3.6 million (equivalent to US$ 0.5 million) has been provided by Dr. Ronnie Hui, the Chief Executive Officer, at an interest rate of 12 % per annum. As of March 31, 2025, loans of US$ 7.9 million were guaranteed by Mr. Alexander Kong (2024: US$ 7.9 million). Interest expense during the three month periods ended March 31, 2025 and 2024 was US$ 928,763 and US$ 1,311,363 , respectively. 18 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4 Borrowings (continued) In connection with the Business Combination, the Company executed several unsecured promissory notes on August 30, 2024: (i) Promissory Notes to Third Parties On August 30, 2024, the Company issued unsecured promissory notes for approximately $ 5.7 million to D Boral Capital LLC (“D Boral”), formerly known as EF Hutton LLC to settle the balance of deferred underwriting fees and approximately $ 3.2 million to Greenberg Traurig, LLP to settle the balance of legal fees. The outstanding amount under the loans as of March 31, 2025, was approximately $ 8.9 million. There has been no movement for the three months ended March 31, 2025. (ii) Promissory Note to Related Party On August 30, 2024, the Company issued a promissory note to INFINT Capital LLC (the “Sponsor”) for $ 603,623 , replacing the existing unsecured promissory note with an outstanding amount of $ 325,000 dated September 13, 2023, for financing working capital expenses. As of March 31, 2025, the new promissory note had an outstanding balance of $ 603,623 . There has been no movement for the three months ended March 31, 2025. The promissory notes to third parties and related party do not bear interest, and the principal balances are payable in equal monthly installments over terms of less than one year. The notes are subject to customary events of default and financing closure above a certain threshold, which, if triggered, would cause the unpaid principal balance and all other sums payable under the notes to become immediately due and payable. The fair value of the Company’s notes approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. As of March 31, 2025, the borrowings will be due according to the following schedule: Schedule of long term borrowings Principal amounts US$ For the period ending March 31, Within one year 3,677,066 Within two years - Within three years - Total 3,677,066 The carrying values of short-term borrowings approximate their fair values due to their short-term maturities. The Company’s long-term borrowings are subject to both fixed and floating interest rates. The carrying values of each type of these borrowings approximate their fair values as the interest rates reflect the rates offered to other entities with similar characteristics to Currenc. 5 Receivable factoring The receivables factoring facility represents an interest-bearing loan for an amount of US$ 480,225 (2024: US$ 258,415 ) based on terms and conditions set out in the facility agreement dated January 10, 2019 and further revised on April 22, 2021. The loan is secured, bears an effective interest rate of 9.8 % (2024: 9.8 %) per annum calculated on a daily rest basis at the end of the reporting period. Principal and interest are to be repaid within 120 (2023: 120) days from the date of each invoice . The weighted average interest rate as of March 31, 2025, and December 31, 2024, was 9.8 % and 9.8 % per annum, respectively. Interest expense during the periods ended March 31, 2025 and 2024 was US$ 13,229 and US$ 16,185 , respectively. 19 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 6 Segments Schedule of segment reporting for revenue 2025 2024 Three months ended March 31, 2025 2024 US$ US$ Revenue Remittance services Fiat remittance 4,410,386 6,467,068 ODL remittance 172,728 279,831 Sales of Airtime 5,459,503 6,314,878 Other services 12,952 42,346 Revenue 10,055,569 13,104,123 Cost of sales Remittance services ( 1,682,190 ) ( 2,882,759 ) Sales of Airtime ( 5,090,180 ) ( 5,732,411 ) Other services ( 81,802 ) ( 81,392 ) Cost of sales ( 6,854,172 ) ( 8,696,562 ) Gross Profit Remittance services 2,900,924 3,864,140 Sales of Airtime 369,323 582,467 Other services ( 68,850 ) ( 39,046 ) Gross Profit 3,201,397 4,407,561 7 Related party transactions (a) Related parties Name of related parties Relationship with the Company Dr. Ronnie Hui Chief Executive Officer of the Company Mr. Alexander Kong Chairman of Seamless Group Regal Planet Limited Ultimate holding company Sino Dynamic Solutions Limited Company controlled by a director of the Company GEA Limited Company controlled by a director of the Company PT Walletku Indompet Indonesia Investment held indirectly by the Company Ripple Labs Singapore Pte. Ltd. Minority 40% owner of Tranglo Ripple Services, Inc. Minority 40% owner of Tranglo (b) The Company had the following significant related party transactions for the three months ended March 31, 2025 and 2024, respectively: Schedule of related party transaction 2025 2024 Three months ended March 31, 2025 2024 US$ US$ Sino Dynamic Solutions Limited Purchase of intangible assets - 501,140 Support and maintenance costs - 230,115 20 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7 Related party transactions (Continued) A Pay-Out Support Agreement (the “Support Agreement”) between Ripple Services, Inc. and Tranglo was entered into on March 10, 2021. Pursuant to the Support Agreement, Tranglo agreed to integrate with RippleNet and On Demand Liquidity (collectively the Ripple Solution) which are developed by Ripple for facilitating cross-border payments, and act as the service provider of Ripple. Under the Support Agreement, Tranglo’s remittance partners can choose to adopt the use of XRP provided by an On-Demand Liquidity facility for prefunding purposes. Both Ripple and Tranglo agreed to make use of the Programmatic Liquidation system for liquidation of XRP as received by Tranglo for prefunding purposes into USD or other fiat currencies. Under the Support Agreement, Ripple guarantees that Tranglo will receive the agreed amount of fiat currency from the liquidation of XRP on every agreed XRP prefunding arrangement, and that any shortfall in the liquidation process will be covered by Ripple. In exchange, Tranglo has to offer certain discounts on transaction fees and foreign exchange fees for the remittance partners who adopt the On-Demand Liquidity services of Ripple Solution and use XRP for prefunding transactions. Ripple Labs Singapore Pte. Ltd. and Tranglo entered into a Master XRP Commitment to Sell Agreement on March 11, 2022, which was subsequently amended in 2022 and 2023, referred to as the Tranglo Commitment to Sell. Pursuant to the Tranglo Commitment to Sell, Tranglo can execute ODL transactions in which Ripple Labs Singapore Pte. Ltd will make available via automated wallet funding service (“AWF”) up to $ 50,000,000 worth of XRP for working capital purposes. Under the Tranglo Commitment to Sell, Ripple Labs Singapore Pte. Ltd deposits certain amounts of XRP into Tranglo’s crypto wallet. The Tranglo Commitment to Sell stipulates that the legal title and rights to the XRP deposited in Tranglo’s crypto wallet belong to Ripple Labs Singapore Pte. Ltd. Under the Tranglo Commitment to Sell, Tranglo agrees to transfer XRP in its crypto wallet as provided by Ripple Labs Singapore Pte. Ltd in its bailment account to Tranglo for prefunding purposes. In exchange for obtaining the XRP, Tranglo has the obligation to repay the amount of fiat currency as agreed in the ODL transaction to Ripple Labs Singapore Pte. Ltd. The balance of deposits of XRP in Tranglo’s crypto wallet as of March 31, 2025, and December 31, 2024, was approximately $ 2.2 million and $ 2.0 million, respectively. A maximum limit of $ 50.0 million is included in the Tranglo Commitment to Sell. The total dollar value of the ODL remittance partner transactions related to the XRP that was drawn down in the prefunding arrangements for the three months period ended March 31, 2025 and 2024 are approximately $ 41.3 million and $ 79.3 million, respectively. Revenues for Tranglo generated from the ODL remittance for the three months period ended March 31, 2025 and 2024 are approximately $ 0.2 million and $ 0.3 million, respectively. Amounts settled to Ripple for the three months period ended March 31, 2025 and 2024 are approximately $ 168.8 million and $ 177.8 million, respectively. Amounts settled to Ripple by GEA Limited for ODL prefunding transactions while acting as the ODL RP for the periods ended March 31, 2025 and 2024 are approximately $ Nil and $ Nil million, respectively. Amounts settled to Ripple by Tranglo which had made use of the ODL services while acting as the remittance hub for the three months period ended March 31, 2025 and 2024 were approximately $ 168.8 million and $ 177.8 million, respectively. ODL balance with Ripple has been disclosed in the related party balance note below. 21 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7 Related party transactions (Continued) (c) The Company had the following related party balances as of March 31, 2025, and December 31, 2024: Schedule of related party balances March 31, 2025 December 31, 2024 US$ US$ Amounts due from related parties Others 449,094 560,823 Amounts due from related parties 449,094 560,823 Amounts due to related parties Regal Planet Limited 48,468,089 48,538,334 GEA Limited 9,910,294 10,443,375 Sino Dynamic Solutions Limited 877,166 - Mr. Alexander Kong 2,752,602 2,025,547 Ripple Lab Inc. 13,079,060 4,985,988 Others 1,385,455 1,703,830 Amounts due to related parties 76,472,666 67,697,074 The amounts due from/to related parties are unsecured, interest-free and repayable on demand, except for the balance with Ripple, which is interest free for one week. Interest paid to Ripple for the periods ended March 2025 and 2024 is US$ Nil and US$ 151,563 , respectively. The transactions occur in the ordinary course of the Company’s operations. Borrowings arising from transactions with related parties are described in Note 4, Borrowings . 8 Convertible bonds and notes Convertible Bonds On September 14, 2023, the Company and the convertible bond holder entered into the Third Amendment Agreement for the purpose of, among others, reviewing and amending certain terms and conditions under the Amended and Restated Convertible Bond Instrument, and further the Company has been authorized by a resolution of its board of directors dated September 11, 2023, to create and issue US$ 10,000,000 15 % secured guaranteed convertible bonds and to replace and terminate the Amended and Restated Convertible Bond Instrument. On August 30, 2024, the convertible bond holder has converted the convertible bonds into the shares of Seamless. A total amount of principal plus accrued interest of US$ 17 million has been converted into equity of Seamless. In accounting for the issuance of the convertible bonds, the Company determined that, as the embedded conversion feature is indexed to the Company’s stock, the conversion option is eligible for the scope exception of ASC 815-10-15-74(a), and does not have to be bifurcated from the debt host and accounted for as a derivative. In accordance with Accounting Standards Update (ASU) 2020-06, which became effective for fiscal years beginning after December 15, 2023, the Company adopted the guidance for convertible debt instruments starting January 1, 2024. As a result, the Company has accounted for its convertible note as a single liability. This update significantly simplifies the accounting for convertible debt by eliminating the bifurcation of the debt and equity components. 22 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 8 Convertible bonds and notes (continued) Under ASU 2020-06, convertible debt is accounted for as a single liability instrument, with no separate allocation to an equity component or beneficial conversion feature. The convertible bonds were initially recorded as a liability at their issuance-date fair value, with no separate recognition of a debt discount related to a beneficial conversion feature. Upon conversion, the carrying amount of the convertible bonds, including accrued interest, was reclassified to equity, with no gain or loss recognized. The accounting change has been applied retrospectively to prior periods presented, as if the updated policy had always been in effect. However, since the convertible bonds were already accounted for as a single liability in prior periods with no bifurcation into equity, the adoption of ASU 2020-06 had no impact on classification or measurement. Private Placement Financing On August 30, 2024, the Company entered into a Convertible Note Purchase Agreement with a private investor (the “Noteholder”). Pursuant to the terms of the Convertible Note Purchase Agreement, the Company issued to the Noteholder the following: (i) 400,000 of the Company’s ordinary shares of as a commitment fee (the “Commitment Shares”), (ii) a convertible promissory note with principal amount of $ 1,944,444 , and (iii) 136,110 private warrants valued at $ 239,977 to buy 136,110 of the Company’s ordinary shares with an exercise price of $ 11.50 per share. In exchange for the issuances of the Commitment Shares, the convertible promissory note and warrants, the Company received from the Noteholder proceeds of $ 1,750,000 . On issuance, the convertible promissory note had a fair value of $ 1,282,200 and matures on the eighteen-month anniversary date of the issuance of such convertible promissory note (the “Maturity Date”) and bears interest at a rate of 12 % per annum. This interest is due in either cash or stock quarterly on each March 31, June 30, September 30, and December 31, of each year commencing August 31, 2024. In case of an event of default, the outstanding principal and any accrued but unpaid interest will become immediately repayable. The convertible promissory note is convertible by the Noteholder at any time prior to the Maturity Date at a price per ordinary share of $ 10.00 (the “Conversion Rate”). The Company also has the right to convert the convertible promissory note at any time prior to the Maturity Date at 105% of the Conversion Rate. The Company has the right to prepay the convertible promissory note in full at any time for 120% of total outstanding balance after providing at least thirty (30) Business Days advance written notice of such intent. Debt discount for the convertible promissory note related to the excess of principal amount over fair value amounted to $ 662,244 , which is being amortized to expense over the term of the note. The fair value of the 400,000 Commitment Shares amounted to $ 2,512,000 , which is expensed upon issuance as a cost of debt carried at fair value with an offsetting increase to equity. On March 4, 2025, the Company initiated the conversion of all outstanding principal of the note and accrued interest into ordinary shares of the Company. As of March 31, 2025, the convertible promissory note had a book value of $ 1,750,000 . The principal amount of $ 1,944,444 is still outstanding as of March 31, 2025, as no repayments were made during the period ended March 31, 2025. As of March 31, 2025, the “related” shares has yet to be issued. The 136,110 warrants issued expire at the earlier of five years from issuance and the liquidation of the Company, as defined in the warrant agreement. The warrant is treated as an equity instrument based on terms in the warrant agreement. The proceeds received for this transaction are allocated first to the convertible promissory note and any residual proceeds are allocated to the warrant. 23 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 9 Other financial assets and liabilities On February 21, 2025, the Company signed Securities Loan Agreements with Nogle Ventures Limited (“Nogle”) and Opus Investments Pte. Limited (“Opus”), shareholders of the Company. Under the terms of the Securities Loan Agreements, Nogle and Opus agreed to lend the Company 200,0000 and 1,900,000 ordinary shares of the Company, respectively, for the purpose of providing financial resources to pursue a planned AI data centre project in Johor, Malaysia. To date, 500,000 of the loaned shares were reconveyed in consideration for consultancy services. The Company will evaluate whether the transfer of 500,000 shares constitutes a share-based payment arrangement under ASC 718. The transaction was accounted for as a secured borrowing under ASC 860-30. The Company does not obtain effective control of the loaned shares and has an obligation to return equivalent shares to Nogle and Opus. The shares held by the Company are recorded as Other financial assets. The shares obligation owe to Nogle and Opus are recorded under Other financial liabilities. Both assets and liabilities are initially measured at fair value based on the closing market price of the shares at the grant date. The assets and liabilities will be remeasured at fair value at the balance sheet date. 10 Commitments and Contingencies Commitments and Contingencies Other Commitments and Contingencies On February 25, 2025, the Company has received a notice of legal action from D Boral Capital LLC (“D Boral”), formerly known as EF Hutton LLC, its promissory note holder. In such notice, D Boral demanded that the Company repay the promissory note amount of $ 5,700,000 , plus contractual default interest of $ 97,000 . The demanded amount has already been fully accrued on the financial statements as of March 31, 2025. The Company has determined that the accrued amount is adequate and therefore no additional provision is required. There has been no material changes regarding this matter since then. 11 Shareholders’ Deficit Ordinary Shares — The Company is authorized to issue 550,000,000 ordinary shares with a par value of $ 0.0001 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share . At March 31, 2025, and December 31, 2024, there were 46,527,999 and 46,527,999 ordinary shares issued and outstanding, respectively (reflecting retroactive application of recapitalization). Warrants —The public warrants are now freely exercisable. The public warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a public warrant and will have no obligation to settle such public warrant exercise unless a registration statement under the Securities Act covering the issuance of the ordinary share issuable upon exercise of the public warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or such issuance is deemed to be exempt under the Securities Act and the securities laws of the state of residence of the registered holder of the warrants. The Company may redeem the public warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. 24 CURRENC GROUP INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 11 Shareholders’ Deficit (continued) At March 31, 2025, and December 31, 2024, there were 9,999,940 public warrants outstanding and 7,796,842 private warrants outstanding, respectively. At March 31, 2025, there were 136,110 private warrants issued in connection with the August 24, 2024, private placement outstanding (see Note 8, Convertible bonds and notes , for additional information). The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the public warrants, private warrants and PIPE warrants issued pursuant to their respective warrant agreements qualify for equity accounting treatment. 12 Subsequent Events The Company has evaluated all events and transactions that occurred after March 31, 2025, through the filing of this Quarterly Report on Form 10-Q and determined that there have been no events that have occurred that would require adjustment to disclosures in the unaudited interim condensed consolidated financial statements. 25