CURR

Currenc Group Inc.

NASDAQ · INDUSTRIALS · SERVICES-BUSINESS SERVICES, NEC

2.21

−0.00 −0.23%

USD · close Oct 23

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MKT CAP $169.3MP/E —DIV YIELD —FCF YIELD 4.36%REV TTM $37.8M −18.6%NET INCOME −$18.4MNET CASH $74.1M52W 1.38 – 4.49SEC XBRL · TTM TO Invalid Date

How CURR rewrote its risk factors

10-K ITEM 1A · FY2023 → FY2024

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Risk Factors Unless the context otherwise requires, all references in this subsection to the “Company,” “Seamless,” “we,” “us” or “our” refer to the business of Seamless prior to the consummation of the Business Combination, which is the business of Currenc following the consummation of the Business Combination.
Risks Related to Our Business, Industry, and Operations We may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments in unsuccessful new products and services.
Rapid, significant and disruptive technological changes continue to impact the industries in which we operate, including developments in electronic and mobile wallets and payments, money transfer, payment card tokenization, social commerce (i.e., e-commerce through social networks), authentication, virtual currencies, blockchain technologies, machine learning and artificial intelligence.
We cannot predict the effects of technological changes on our business.
In addition to our own initiatives and innovations, we rely in part on third parties for the development of and access to new technologies.
We expect that new services and technologies applicable to the industries in which we operate will continue to emerge and may be superior to, or render obsolete, the technologies we currently use in our products and services.
Developing and incorporating new technologies into our products and services may require substantial expenditures, take considerable time, and ultimately may not be successful.
In addition, our ability to adopt new services and develop new technologies may be inhibited by industry-wide standards, new laws and regulations, resistance to change from consumers or merchants, or third parties’ intellectual property rights.
Our success will depend on our ability to develop new technologies and adapt to technological changes and evolving industry standards.
We face significant competition in the markets in which we operate, and we may fail to successfully compete against current or future competitors.
We compete in a large number of markets characterized by vigorous competition, changing technology, changing customer needs, evolving industry standards and frequent introductions of new products and services.
Money transfer and electronic payment services compete in a concentrated industry, with a small number of large competitors and a large number of small, niche competitors.
Our competitors include domestic and regional mobile wallets, money transfer (customer-to-customer and customer-to-business) specialists, providers of digital payment solutions, traditional financial institutions, other well-established companies (such as social media platforms or applications) that develop electronic payment services, third parties that host electronic payment services, billers offering their own electronic payment services and other financial institutions.
See “ Business-Competition Analysis ” for further details on our competitors.
We expect competition to intensify in the future as existing and new competitors introduce new services or enhance existing services.
We compete against many companies to attract customers.
Some of these companies have a longer operating history, greater financial resources and substantially larger customer bases than we do.
Some of these companies may also be tied to established banks and other financial institutions and may therefore offer greater liquidity and generate greater consumer confidence in the safety and reliability of their services than ours.
Some of these companies link digital payment solutions to their other existing services, such as social media platforms or applications, and such synergies may help them develop their customer bases more effectively than us, especially where these existing services have been successful for a considerable period of time and have already gained customer confidence and reliance.
All of the above competitors may devote greater resources than we do to the development, promotion and sale of products and services, and they may be more effective in introducing innovative products and services.
Mergers and acquisitions by or among these companies may lead to even larger competitors with more resources.
Failure to keep pace with our competitors would hinder our growth.
We also expect new entrants to offer competitive products and services.
For example, established banks and other financial institutions, existing social media platform and application service providers and other financial technology (“fintech”) startups that have yet to provide digital payment services could develop such technologies and enter the market.
Companies already operating digital payment services in other Asian countries could also quickly enter into the region where we operate.
Certain merchants have longstanding preferential or near-exclusive relationships with our competitors to accept payment cards and/or other services that we offer.
These exclusive or near-exclusive relationships may make it difficult or cost prohibitive for us to gain additional market share with respect to these merchants.
If we are unable to differentiate ourselves from and successfully compete with our competitors, our business will suffer serious harm.
We may also face pricing pressures from competitors.
If we fail to price our services appropriately relative to our competitors, consumers may not use our services, which could adversely affect our business and financial results.
For example, the number of our transactions in certain key corridors where we face intense competition could be adversely affected by increasing pricing pressures between our money transfer services and those of some of our competitors, which could adversely affect our financial results.
Our competitors have at times offered special foreign exchange rate promotions on their global money transfer services in order to attract business which has negatively impacted our business.
On the other hand, if we reduce prices in order to more effectively compete in these corridors, this could also adversely affect our financial results.
Our operations are dependent on our proprietary and external technology platforms and comprehensive ecosystems, and any systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our products or services could result in harm to our business and our brand, loss of users, customers and partners and subject us to substantial liability.
Our systems and those of our third-party service providers, including data center facilities, may experience hardware breakdown, service interruptions, computer viruses, denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks and other geopolitical unrest, or other events.
Moreover, when too many customers connect to our platform within a short period of time, we have in the past and may in the future experience system interruptions that render our platforms temporarily unavailable and prevent us from efficiently completing payment transactions.
Our systems are also subject to break-ins, sabotage, and acts of vandalism.
While we have backup systems and contingency plans for certain aspects of our operations and business processes, our planning does not account for all possible scenarios and eventualities.
We have experienced and will likely continue to experience denial-of-service attacks, system failures, and other events or conditions that interrupt the availability or reduce the speed or functionality of our products and services.
In addition, we may need to incur significant expenses to repair or replace damaged equipment and to remedy data loss or corruption as a result of these events.

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Risk Factors,” elsewhere in this Annual Report and in our other filings with the SEC, including our preliminary prospectus/proxy statement to be included in a Registration Statement on Form S-4, as amended, that we filed with the Securities Exchange Commission (the “SEC”) relating to the proposed business combination with Seamless.
The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us.
There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
BUSINESS We are a blank check company incorporated on March 8, 2021 as a Cayman Islands exempted company (the “Company”) having its principal place of business based in the United States whose business purpose is to effect a business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination.
Our sponsor is InFinT Capital LLC (together with its affiliates, “InFinT Capital” or “Sponsor”), a United States based sponsor group with extensive investment, operating and innovating experience in financial services and technology.
We intend to focus on private businesses where we believe InFinT Capital’s background and experience, with our assistance, can execute a plan to create value for our shareholders in the public markets.
While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, if the proposed business combination with Seamless is not completed, we intend to focus our search on a target that aligns with the background and experience of Sponsor in the financial services and technology sector.
Within financial services and technology, we expect to focus primarily on companies serving five sub-sectors: Banking & Payments, Capital Markets, Data & Analytics, Insurance and Investment Management.
We seek financial technology companies in these sub-sectors that exhibit infrastructure-like characteristics and are strategically important to their customers and are also able to rapidly generate attractive risk-adjusted returns for shareholders.
Furthermore, we believe that Sponsor’s fully integrated platform of investment expertise, industry perspective and skillset, and technological and innovation capabilities could radically change the trajectory of such companies.
On November 23, 2021, the Company consummated an initial public offering (the “IPO,” or the “Initial Public Offering”) of 17,391,200 units at $10.00 per unit (the “Units” and, with respect to the ordinary shares included in the Units, the “Public Shares”) and the sale of 7,032,580 warrants (each, a “Private Warrant” and collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to the Sponsor that closed simultaneously with the closing of the IPO (the “Private Placement”).
Each Unit consists of one Class A ordinary share, $0.0001 par value per share, and one-half of one warrant (each, a “Public Warrant” and collectively, the “Public Warrants”), with each whole warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share.
The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $173,912,000.
The Company has listed the Units on the New York Stock Exchange (“NYSE”).
On November 23, 2021, the underwriters exercised their over-allotment option in full, according to which the Company consummated the sale of an additional 2,608,680 Units, at $10.00 per Unit, and the sale of an additional 764,262 Private Warrants, at $1.00 per Private Warrant.
Following the closing of the over-allotment option, the Company generated total gross proceeds of $207,795,642 from the IPO and the Private Placement, of which the Company raised $199,998,880 in the IPO, $7,796,842 in the Private Placement and of which $202,998,782 was placed in the Company’s Trust Account established in connection with the IPO.
Following the notice of delisting and suspension of trading of Public Warrants by the NYSE due to “abnormally low” price levels, Public Warrants were delisted from the NYSE effective December 13, 2023 and the trading in Public Shares and Units continues on NYSE.
Proposed Business Combination On August 3, 2022, the Company, entered into a business combination agreement, which was amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023 (as amended and it may be further amended from time to time, collectively, the “Business Combination Agreement”), with FINTECH Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of INFINT (“Merger Sub”), and Seamless Group Inc., a Cayman Islands exempted company (“Seamless”).
If the Business Combination Agreement is approved by the Company’s shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of the Company (the “merger” and the merger and the other transactions contemplated by the Business Combination Agreement, together, the “Business Combination”).
The closing of the Business Combination (the “Closing”) is subject to customary conditions of the respective parties, including the approval of the Business Combination by the Company’s shareholders.
Shareholder Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the holders of Seamless’ shares (“Seamless Shareholders”) and Seamless entered into the Shareholder Support Agreement, pursuant to which, among other things, such Seamless Shareholders party thereto agreed to (a) vote their Seamless shares in support and favor of the Business Combination Agreement, the Proposed Transactions and all other matters or resolutions that could reasonably be expected to facilitate the Proposed Transactions, (b) waive any dissenters’ rights in connection with the transactions, (c) not transfer their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at or prior to Closing.
Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, Sponsor, the Company and Seamless had entered into the Sponsor Support Agreement, pursuant to which, among other things, Sponsor agreed to (a) vote at the Company’s shareholders’ meeting in favor of the Business Combination Agreement and the Proposed Transactions (as defined below), (b) abstain from redeeming any Sponsor founder shares in connection with the Proposed Transactions (as defined below), and (c) waive certain anti-dilution provisions contained in the Charter (as defined below).
Registration Rights Agreement At the Closing, the Company and certain Seamless Shareholders and the Company’s shareholders party thereto (such shareholders, the “Holders”) will enter into the Registration Rights Agreement, pursuant to which, among other things, the Company will be obligated to file a registration statement to register the resale of certain New INFINT Ordinary Shares (as defined therein) held by the Holders.
The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.
Lock-Up Agreement At the Closing, the Company will enter into individual Lock-Up Agreements with each of certain Seamless Shareholders (each, a “Locked-Up Shareholder”) pursuant to which, among other things, the New INFINT Ordinary Shares (as defined therein) held by each Locked-Up Shareholder will be locked-up for a period ending on the earlier of (A) six (6) months following the Closing and (B) the date after the Closing on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Company’s shareholders having the right to exchange their shares for cash, securities, or other property.
The Business Combination, the Business Combination Agreement, as amended, the Shareholder Support Agreement, the Sponsor Support Agreement, the Registration Rights Agreement and the Lock-Up Agreement are more fully described in Note 1 and Note 6 to the financial statements included in Item 8 of this Annual Report.
A copy (or form) of each of the foregoing agreements was included as an exhibit to the Current Report on Form 8-K filed with the SEC on August 9, 2022 and is also filed as an exhibit to this Annual Report.
Unless specifically stated, this Annual Report does not give effect to Business Combination and does not contain the risks associated with the Business Combination.
Such risks and effects relating to the Business Combination are more fully disclosed in our preliminary prospectus/proxy statement included in a Registration Statement on Form S-4, filed with the SEC on September 30, 2022 and amended on December 1, 2022, February 13, 2023, April 18, 2023, June 9, 2023, August 11, 2023, and December 7, 2023.
Extensions In accordance with the provisions of the Amended and Restated Memorandum and Articles of Association of the Company (the “Charter”) and the Business Combination Agreement, Seamless deposited additional funds in the amount of $2,999,982 to the Company’s Trust Account on November 22, 2022 to automatically extend the date by which the Company must consummate a business combination from November 23, 2022 to February 23, 2023.
On February 14, 2023, the Company’s shareholders approved an amendment to the Charter (the “First Extension Amendment”).
The First Extension Amendment extended the date by which the Company must consummate its initial business combination (the “First Extension”) from February 23, 2023, upon additional funds being deposited into the Company’s Trust Account to August 23, 2023, or such earlier date as determined by the Company’s board of directors (the “Board”and such date, as may be further extended by vote of the Company’s shareholders, the “First Extended Date”).
In connection with the shareholder vote to approve the First Extension Amendment, the holders of 10,415,452 Class A ordinary shares property exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share, for an aggregate redemption amount of approximately $109.31 million, leaving approximately $100.59 million in the Trust Account.
On August 18, 2023, the Company’s shareholders approved an amendment to the Charter to extend the date by which it has to consummate a Business Combination (the “Second Extension”) from August 23, 2023 to February 23, 2024, or such earlier date as determined by the Board (such date, as may be further extended by vote of the Company’s shareholders, the “Second Extended Date”).
In connection with the votes to approve the Second Extension, the holders of 2,176,003 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.94 per share, for an aggregate redemption amount of approximately $23.8 million, leaving approximately $81.1 million in the Company’s Trust Account.
On February 16, 2024, the Company’s shareholders approved an amendment to the Charter to extend the date by which it has to consummate a Business Combination (the “Third Extension”) from February 23, 2024 to November 23, 2024, or such earlier date as determined by the Board (such date, as may be further extended by vote of the Company’s shareholders, the “Third Extended Date”).
In connection with the votes to approve the Third Extension, the holders of 2,661,404 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.36 per share, for an aggregate redemption amount of approximately $30.26 million, leaving approximately $53.97 million in the Company’s Trust Account.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2023 ↗, FY2024 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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