Currenc Group Inc. — Capital/Financing Update 2025

Nov 3, 2025

424B3 1 form424b3.htm 424B3

Filed pursuant to Rule 424(b)(3)

Registration No. 333-284957

PROSPECTUS SUPPLEMENT NO. 3

(to the Prospectus dated August 4, 2025)

Currenc Group Inc.

Secondary Offering of

Up to 50,070,187 Ordinary Shares

This prospectus supplement (this “Prospectus Supplement No. 3”) is part of the prospectus of Currenc Group, Inc. (the “Company”), dated August 4, 2025 (the “Prospectus”), which forms a part of the Company’s registration statement on Form F-1 (Registration No. 333-284957) (the “Registration Statement”), related to the offer and resale from time to time, upon the expiration of lock-up agreements, if applicable, of the Company’s Ordinary Shares by the Selling Securityholders of: (i) up to 20,000,000 Ordinary Shares that we may, in our sole discretion, elect to sell to Arena from time to time after the date of this prospectus, pursuant to the ELOC Purchase Agreement; (ii) up to 600,000 Ordinary Shares the issuable to Arena as a commitment fee upon the execution of ELOC Purchase Agreement; (iii) 81,818 Ordinary Shares issued to Roth pursuant to the Roth Agreement; (iv) 1,027,996 Ordinary Shares issued to Pine Mountain Holdings upon the conversion of certain convertible notes; (v) 3,007,746 Ordinary Shares issued to Tian Ye pursuant to the Creditor Share Purchase Agreement, (vi) 1,570,324 Ordinary Shares issued to Tang In Ha pursuant to the Creditor Share Purchase Agreement, (vii) 2,659,273 Ordinary Shares issued to Lao Wai Hong pursuant to the Creditor Share Purchase Agreement, (viii) 3,820,494 Ordinary Shares issued to Wong Nga Man pursuant to the Creditor Share Purchase Agreement, (ix) 3,419,572 Ordinary Shares issued to Chu Shuk Mei pursuant to the Creditor Share Purchase Agreement, (x) 3,449,510 Ordinary Shares issued to Wong Man San pursuant to the Creditor Share Purchase Agreement, (xi) 3,477,818 Ordinary Shares issued to Huang Yafangzhou pursuant to the Creditor Share Purchase Agreement, (xii) 3,477,818 Ordinary Shares issued to Sit Yi Sze pursuant to the Creditor Share Purchase Agreement, and (xiii) 3,477,818 Ordinary Shares issued to Yik Pui Han Pauline pursuant to the Creditor Share Purchase Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

The purpose of this Prospectus Supplement No. 3 is to update and supplement the information included in the Prospectus with the information contained in our Reports on Form 6-K which were submitted to the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2025, and are included immediately following the cover page of this Prospectus Supplement No. 3.

This Prospectus Supplement No. 3 is not complete without, and may not be utilized except in connection with, the Prospectus, including any supplements and amendments thereto.

We may further amend or supplement the Prospectus and information in this Prospectus Supplement No. 3 from time to time by filing amendments to the Registration Statement or other supplements to the Prospectus, as required. You should read the entire Prospectus, this Prospectus Supplement No. 3 and any amendments to the Registration Statement or subsequent supplements to the Prospectus carefully before you make your investment decision.

The Ordinary Shares are listed on the Nasdaq Global Market LLC (“Nasdaq”) under the symbol “CURR”. On October 31, 2025, the last reported price of our Ordinary Shares, as reported on the Nasdaq, was $3.78.

Investing in our securities involves risks. See “Risk Factors” beginning on page 42 of the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus, as supplemented by this Prospectus Supplement No. 3, is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 3 is November 3, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission File No. 001-41079

Currenc Group Inc.

(Translation of registrant’s name into English)

410 North Bridge Road,

Spaces City Hall,

Singapore

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☒ Form 40-F ☐

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Information Contained in this Report

On November 2, 2025, Currenc Group Inc. (Nasdaq: CURR) (“Currenc” or the “Company”) entered into a non-binding term sheet (the “Term Sheet”) with Animoca Brands Corporation Limited (“Animoca Brands”) in relation to a business combination between Currenc and Animoca Brands wherein Currenc would acquire 100% of the issued shares of Animoca Brands by way of an Australian scheme of arrangement (the “Proposed Merger”). The parties currently expect, if the Proposed Merger is completed, that the combined company would operate under the Animoca Brands name.

A copy of the Company’s press release dated November 3, 2025 announcing the Proposed Merger is furnished as Exhibit 99.1 to this Report on Form 6-K. A copy of the Term Sheet is furnished as Exhibit 99.2 to this Report on Form 6-K. The Term Sheet is non-binding and the terms described therein remain subject to the negotiation and execution of definitive documentation. The descriptions of the Term Sheet and the Proposed Merger in this Report on Form 6-K and in Exhibit 99.1 do not purport to be complete and are qualified in their entirety by reference to the Term Sheet furnished as Exhibit 99.2 and to the definitive agreements, if and when executed.

This Report on Form 6-K, including Exhibits 99.1 and 99.2 hereto, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include, among other things, statements regarding the Proposed Merger, the anticipated structure and timing of the Proposed Merger, expected ownership percentages, listing and governance expectations, contemplated restructuring and divestiture activities, and pre-closing financing activities. Important factors that could cause actual results to differ materially are included in Currenc’s filings with the U.S. Securities and Exchange Commission. Currenc undertakes no obligation to update any forward-looking statements except as required by applicable law.

The information furnished in this Report on Form 6-K, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

No Offer or Solicitation

This filing is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

INDEX TO EXHIBITS

| Exhibit
No. | Description |
| --- | --- |
| 99.1 | Press Release dated November 3, 2025, titled “Currenc Group Announces Proposed Reverse Merger with Animoca Brands Corporation Limited”. |
| 99.2 | Term Sheet for the Proposed Acquisition of the Entire Equity Interest of Animoca Brands Corporation Limited, dated November 2, 2025, by and between Currenc Group Inc. and Animoca Brands Corporation Limited. |

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 3, 2025

| CURRENC GROUP
INC. | |
| --- | --- |
| By: | /s/ Wan Lung
Eng |
| Name: | Wan Lung Eng |
| Title: | Chief Financial Officer |

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Exhibit 99.1

Currenc Group Announces Proposed Reverse Merger with Animoca Brands Corporation Limited

Proposed merger to create the world’s first publicly-listed digital assets conglomerate

SINGAPORE, Nov. 03, 2025 (GLOBE NEWSWIRE) -- Currenc Group Inc. (Nasdaq: CURR) (“Currenc” or the “Company”), a fintech pioneer empowering financial institutions worldwide with artificial intelligence (AI) solutions, today announced that it has entered into a non-binding term sheet (the “Term Sheet”) with Animoca Brands Corporation Limited (“Animoca Brands”) in relation to a potential proposal for Currenc to acquire 100% of Animoca Brands’ issued shares via a reverse merger (the “Proposed Merger”).

Upon completion, the Proposed Merger is expected to result in a Nasdaq-listed company with a global growth strategy spanning digital asset investments and services, real-world asset (RWA) tokenization, and blockchain applications for both consumers and institutions. Under the proposed structure, shareholders of Animoca Brands would collectively own approximately 95% of the issued shares in the resulting entity, and current shareholders of Currenc would hold approximately 5%. Currenc expects to authorize a dual-class share structure in connection with the transaction, and following closing, the board is expected to include nominees of both companies. The resulting entity is expected to operate under the Animoca Brands name.

The parties currently expect closing to occur in 2026, subject to shareholder and regulatory approvals and other customary conditions.

Animoca Brands is widely recognized as a global leader in the digital asset ecosystem, distinguished by its diversified investment portfolio of more than 600 companies across digital asset verticals such as RWA, AI, gaming, blockchain infrastructure, and decentralized finance. Animoca Brands’ digital asset treasury includes BTC, ETH, SOL, MOCA, SAND, and EDU, among a wide range of other altcoin assets, as well as investments in leading digital asset companies such as Ledger, Kraken, Igloo, Consensys, Humanity Protocol, and LayerZero. Animoca Brands also participates in a joint venture focused on launching a regulated stablecoin, and has partnered with Provenance Blockchain Labs to develop NUVA, a platform for accelerating access to RWAs, underscoring its institutional-grade approach to compliant Web3 infrastructure.

Alex Kong, Founder, CEO, and Executive Chairman of Currenc Group, said, “The proposed merger with Animoca Brands represents a milestone for Currenc. This proposed transaction provides a compelling path forward for the evolution of both companies and would unlock significant value for our shareholders. We are excited to facilitate this evolution, which will give our investors ownership in a global leader at the forefront of the digital asset economy.”

Yat Siu, Co-founder and Executive Chairman of Animoca Brands, commented, “The proposed merger of Animoca Brands and Currenc will result in the world’s first publicly-listed, diversified digital assets conglomerate, giving investors on Nasdaq direct access to the growth potential of the trillion-dollar altcoin digital economy through a single, diversified vehicle spanning DeFi, AI, NFTs, gaming, and DeSci. We believe that this proposed transaction would usher in a new asset class that should position investors at the forefront of one of the greatest opportunities of our generation.”

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In connection with the Proposed Merger, Currenc intends to divest some of its existing business operations, which include AI-powered solutions for financial institutions and a digital remittance platform. These operations are expected to be spun off to Currenc’s current shareholders prior to the closing of the merger.

The Proposed Merger will be completed by way of an Australian scheme of arrangement, and remains subject to due diligence, the execution of definitive agreements, shareholder and regulatory approvals, and other customary closing conditions, including required stock exchange approvals and completion of applicable financial reporting. Both companies have agreed to a three-month exclusivity period to finalize terms and proceed toward a definitive implementation agreement, subject to customary fiduciary duties.

About Currenc Group Inc.

Currenc Group Inc. (Nasdaq: CURR) is a fintech pioneer dedicated to transforming global financial services through artificial intelligence (AI). The Company empowers financial institutions worldwide with comprehensive AI solutions, including SEAMLESS AI Call Centre and other AI-powered Agents designed to reduce costs, increase efficiency and boost customer satisfaction for banks, insurance, telecommunications companies, government agencies and other financial institutions. The Company’s digital remittance platform also enables e-wallets, remittance companies, and corporations to provide real-time, 24/7 global payment services, advancing financial access across underserved communities.

About Animoca Brands

Animoca Brands Corporation Limited (ACN: 122 921 813) is a global digital assets leader building blockchain and tokenized assets to advance the future of Web3 innovation. It has received broad industry and market recognition including Fortune Crypto 40, Top 50 Blockchain Game Companies 2025, Financial Times’ High Growth Companies Asia-Pacific, and Deloitte Tech Fast. Animoca Brands is recognized for building digital asset platforms such as the Moca Network, Open Campus, and The Sandbox, as well as institutional grade assets; providing digital asset services to help Web3 companies launch and grow; and investing in frontier Web3 technology, with a portfolio of over 600 companies and altcoin assets. For more information visit www.animocabrands.com or follow on X , YouTube , Instagram , LinkedIn , Facebook , and TikTok .

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. Any pre-closing financings or the Proposed Merger are subject to conditions and may not occur, and any such financings are not expected to affect the relative ownership percentages described above. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Further information regarding these and other risks, uncertainties, or factors is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

Investor & Media Contact

Currenc Group Investor Relations

Email: investors@currencgroup.com

SOURCE: Currenc Group Inc.

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Exhibit 99.2

Animoca Brands Corporation Limited 28/F Landmark South 39 Yip Kan St, Wong Chuk Hang, Hong Kong www.animocabrands.com

TERM SHEET

FOR

THE PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST OF ANIMOCA BRANDS CORPORATION LIMITED

2 November, 2025

This term sheet (this “ Term Sheet ”) summarizes the principal terms of a proposed acquisition by Currenc Group, Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “ Purchaser ”) of all the equity interest of Animoca Brands Corporation Limited (ACN 122 921 813) (the “ Company ”) by way of a scheme of arrangement, pursuant to which the shareholders of the Company would receive one (or more or less, as the case may be) Purchaser share in consideration for each share of the Company held by them (the “ Proposed Transaction ”), and is provided for discussion purposes only. In consideration for the time and expense devoted and to be devoted by each of the parties to this Term Sheet with respect to the Proposed Transaction, the Warranties, Termination, Blackout Period, Costs, Confidentiality, No Announcements, Counterparts, Governing Law, Arbitration and Exclusivity provisions of this Term Sheet shall be binding obligations on each of the parties, regardless of whether the Proposed Transaction is consummated. No other legally binding obligations will be created until further definitive agreements are executed by the parties. This Term Sheet is not a commitment to consummate the Proposed Transaction.

| Proposed
Transaction | |
| --- | --- |
| Purchaser: | Currenc
Group Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands, with its shares listed on the
NASDAQ-GM under the ticker “CURR”. The group of companies to which the Purchaser belongs will be referred to as the “ Purchaser
Group ”. |
| Company: | Animoca
Brands Corporation Limited (ACN 122 921 813), an Australian public company. The group of companies to which the Company belongs will
be referred to as the “ ABCL Group ”. |
| Transaction
Structure: | The
Purchaser shall make an offer for the purchase of the entire share capital of the Company
by way of a scheme of arrangement in accordance with all applicable laws, regulations and
rules, including but not limited to Chapter 6 of the Corporations Act 2001 (Cth) and
any policies of the Australia Securities and Investments Commission and Australian Takeovers
Panel (the “ Scheme ”). The Purchaser, after acquiring the entire share
capital of the Company pursuant to the Scheme, shall be referred to as the “ Merged
Entity ” and such group of companies of which the Merged Entity forms part, the
“ Merged Group ”). Following
Closing (as defined below), the shareholders of the Company immediately prior to Closing (the “ Pre-Closing ABCL Shareholders ”)
will collectively own 95% of the outstanding shares of the Merged Entity and the shareholders of the Purchaser (assuming the conversion
of all convertible securities and exercise of all rights to acquire shares of the Purchaser, including any convertible securities
issued after the date hereof but prior to the Closing) immediately prior to Closing (the “ Pre-Closing CURR Shareholders ”)
will collectively own 5% of the outstanding shares of the Merged Entity. |
| Pre-Closing
Company Financing: | Following
the announcement of the Proposed Transaction and prior to Closing, the Company shall engage in a bona fide transaction or series
of transactions with the purpose of raising capital, pursuant to which the Company issues up to fifteen percent (15%) of its then-issued
and outstanding share capital in equity securities or convertible securities (the “ Pre-Closing Company Financing ”); provided , however , that such transaction or transactions shall not result in a change to the exchange ratios set forth
herein. |
| Pre-Closing
Purchaser Financing: | Following
the announcement of the Proposed Transaction and prior to Closing, the Purchaser may engage in one or more bona fide transactions
or series of transactions for the purpose of raising capital, discharging indebtedness or otherwise, in any amount as the Purchaser
may deem to be reasonable or appropriate (the “ Pre-Closing Purchaser Financing ”); provided , however ,
that such transaction or transactions shall not result in a change to the exchange ratios set forth herein. |
| Securities: | The
outstanding share capital of the Company comprises ordinary shares (“ ABCL Shares ”). The
outstanding share capital of the Purchaser comprises ordinary shares (“ Ordinary Shares ”), (all
such shares, the “ Securities ”). |

Consideration: The consideration payable by the Purchaser will be as follows:

| ● | in
respect of the ABCL Shares held by any Pre-Closing ABCL Shareholders other than Yat Siu and his controlled entities, the Purchaser
will issue Ordinary Shares based on a ratio to be agreed between the parties; and |
| --- | --- |
| ● | in
respect of the ABCL Shares held by Yat Siu and his controlled entities, the Purchaser will issue Additional Class Shares (as defined
below) based on a ratio to be agreed between the parties. |

Closing: The consummation of the Proposed Transaction (“ Closing ”) is intended to take place in the third quarter of 2026, subject to the satisfaction of certain conditions precedent.

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| Long
Stop Date: | Closing
must occur on or before 31 December 2026 (the “ Outside Date ”) but may be extended by an extra 6 months upon mutual
agreement. |
| --- | --- |
| Conditions
Precedent: | Closing
will be subject to the satisfaction of certain conditions precedent, including: |
| | Conditions
precedent to the obligations of the Purchaser: |

| ● | completion
of financial and legal due diligence on the Company to the satisfaction of the Purchaser; |
| --- | --- |
| ● | the
entry into the definitive documents; |
| ● | all
authorisations, consents, approvals, resolutions, licences, exemptions, filings or registrations (collectively, “ Authorisations ”)
necessary to implement the Scheme having been obtained; |
| ● | no
restraints issued by a court of competent jurisdiction or government agency preventing or materially restricting the Scheme being
in existence; |
| ● | approval
from the shareholders of the Company of the Scheme; |
| ● | the
Restructuring (as defined below) having been completed, including, to the extent necessary and applicable, the receipt of any approvals
of the shareholders of the Purchaser and any relevant regulatory authorities for the Restructuring; |
| ● | the
absence of any one or more events or changes that have had or would reasonable be expected to have a material adverse effect on the
condition, business, assets, liabilities or results of operations of the ABCL Group as a whole, provided , however ,
that none of the following shall be considered to have material adverse effect on the ABCL Group: (i) any change in law or accounting
standards; (ii) any change in business or financial market conditions generally; (iii) any change in economic, regulatory or political
conditions generally; or (iv) any change relating to the crypto industry generally; |
| ● | the
Company having lodged with the Australia Securities and Investments Commission its audited financial statements for the financial
years ended 31 December 2022, 31 December 2023, 31 December 2024 and 31 December 2025 (the “ AFS Condition ”); and |
| ● | the
absence of any (i) changes to the share capital of the Company (including any alterations of share capital and the reclassification,
combination, splitting, redemption or repurchase of any of their respective shares), except for such changes resulting from the Pre-Closing
Company Financing, the grant of equity compensation to directors, officers and employees of the ABCL Group under the Company’s
equity incentive plans, the conversion of any convertible securities and warrants for shares of the Company, the issuance of shares
in connection with transactions or arrangements entered into on arm’s-length terms and any other changes contemplated by the
Proposed Transaction (ii) amendments to the constitutional documents of the Company, except for any amendments contemplated by the
Proposed Transaction; (iii) the grant of a security interest over the whole, or a substantial part of, the business or property of
the Company; (iv) any insolvency event in respect of any material member of the ABCL Group and (v) and any other customary exclusions. |

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| Conditions
precedent to the obligations of the Company: | |
| --- | --- |
| ● | completion
of financial and legal due diligence on the Purchaser Group to the satisfaction of the Company; |
| ● | the
entry into the definitive documents; |
| ● | effective
immediately prior to Closing, the Purchaser having authorised and created an additional class of equity securities having such rights,
preferences and privileges acceptable to the Company (“ Additional Class Shares ”); |
| ● | effective
immediately prior to Closing, all existing debt obligations of the Purchaser, other than any debt incurred in connection with the
Pre-Closing Purchaser Financing, having been fully settled, discharged, or otherwise extinguished; |
| ● | all
Authorisations necessary to implement the Scheme having been obtained; |
| ● | no
restraints issued by a court of competent jurisdiction or government agency preventing or materially restricting the Scheme being
in existence; |
| ● | to
the extent necessary, approval from the shareholders of the Purchaser for the increase in the authorised share capital of the Purchaser
necessary for issuing the Ordinary Shares or Additional Class Shares (as applicable) as consideration for the Proposed Transaction
and all necessary amendments to the constitutional documents of the Purchaser reflecting such changes; |
| ● | approval
by the audit committee of the board of directors of the Purchaser (consisting of all independent directors) of all related party
transactions involved in the Proposed Transaction (if any); |
| ● | that
(i) save as otherwise agreed by the Company, all of the Purchaser’s senior management shall have resigned from their respective
positions; and (ii) the individuals nominated by the Company to assume the relevant senior management positions are so appointed,
in each case, effective immediately prior to Closing; |
| ● | all
Ordinary Shares and Additional Class Shares issued pursuant to the Scheme being approved for listing on NASDAQ and the issuance of
such shares pursuant to the Scheme being exempt from any registration requirements of the U.S. Securities Act of 1933; |
| ● | the
Restructuring (as defined below) having been completed, including, to the extent necessary and applicable, the receipt of any requisite
shareholder approvals and/or Authorisations required in order to give effect to the Restructuring; |
| ● | the
absence of any one or more events or changes that have had or would reasonable be expected to have a material adverse effect on the
condition, business, assets, liabilities or results of operations of the Purchaser Group as a whole, provided , however ,
that none of the following shall be considered to have material adverse effect on the Purchaser Group: (i) any change in law or accounting
standards; (ii) any change in business or financial market conditions generally; (iii) any change in economic, regulatory or political
conditions generally; or (iv) any change relating to the AI, data centre or payment remittance industries generally; |
| ● | the
Ordinary Shares continuing to be quoted on NASDAQ and the Purchaser not having done anything to cause the Ordinary Shares to cease
being quoted on NASDAQ or to become permanently or temporarily suspended from quotation; |
| ● | the
Purchaser shall be in compliance in all material respects with NASDAQ rules as of Closing, subject to cure rights customarily available
under NASDAQ rules; temporary suspensions or notices that are cured prior to Closing shall not fail the condition; |
| ● | the
absence of any material adverse change on the part of the Purchaser Group; |
| ● | The
Purchaser Group having settled, or otherwise ceasing to be liable for, any amounts ordered to be paid to Ripple Markets APAC Pte.
Ltd in a judgment dated August 6, 2025 in Ripple Markets APAC Pte. Ltd v GEA Limited (Case No. OC 628); and |
| ● | the
absence of any (i) changes to the share capital of the Purchaser (including any alterations of share capital and the reclassification,
combination, splitting, redemption or repurchase of any of their respective shares), except for such changes resulting from the Pre-Closing
Purchaser Financing, the grant of equity compensation to directors and officers under the Purchaser’s existing 2024 and 2025
equity incentive plans and any other changes contemplated by the Proposed Transaction (ii) amendments to the constitutional documents
of the Purchaser, except for any amendments contemplated by the Proposed Transaction; (iii) the grant of a security interest over
the whole, or a substantial part of, the business or property of the Purchaser; or (iv) any insolvency event in respect of any material
member of the Purchaser Group. |

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| Restructuring: | The
Purchaser shall engage in a restructuring exercise involving the assets, subsidiaries and relationship of the Purchaser Group (the
“ Restructuring ”), which Restructuring shall include a carve-out or spin-off transaction of certain of such assets
and/or subsidiaries of the Purchaser Group; provided , however , that (i) the Company shall be regularly informed and
consulted on the terms of any Restructuring; and (ii) such terms are documented at least 30 days prior to lodgement of a draft scheme
booklet by the Company with the Australian Securities and Investments Commission. Notwithstanding the foregoing, no Restructuring
may be consummated without the consent of the Company if, in the Company’s reasonable discretion upon the advice of counsel,
(i) the terms of the Restructuring would materially impair the ability of the Purchaser to consummate the Proposed Transaction by
the Outside Date; (ii) such Restructuring would likely render the Purchaser to become a shell company as defined under the relevant
regulations of the Securities and Exchange Commission (“ SEC ”) or require any registration statement to be filed
with the SEC in connection with the Proposed Transaction; or (iii) such Restructuring would have any material adverse consequence
for the Purchaser Group from implementation of the Proposed Transaction (such as creating any residual liability). |
| --- | --- |
| Pre-Closing
Conduct: | Following
the execution of the definitive agreements, the Purchaser shall, among other things, (i)
conduct its business and operations in the ordinary course consistent with past practice;
(ii) keep the Company informed of any material developments concerning its business; (iii)
provide the Company with its consolidated quarterly management accounts; and (iv) except
as expressly contemplated hereby, including through a Restructuring, preserve and maintain
the value of its businesses and assets; provided , however , that such obligations
include preserving and maintaining its status as a company listed on NASDAQ. Following
the execution of the definitive agreements, the Company shall, among other things, (i) conduct its business and operations in the
ordinary course consistent with past practice; (ii) keep the Purchaser informed of any material developments concerning its business;
(iii) provide the Purchaser with its consolidated quarterly management accounts; and (iv) preserve and maintain the value of its
businesses and assets. |

| Additional
Terms | |
| --- | --- |
| Board
of Directors: | The
Purchaser shall take all necessary steps (including procuring the relevant individuals to
resign from the board of directors of the Merged Entity (the “ Board ”))
to ensure the following individuals are appointed as the Purchaser’s directors: |

| ● | up
to 4 persons nominated by the Company; and |
| --- | --- |
| ● | 1
director nominated by the Purchaser and approved by the Company. |
| The
Board of the Merged Entity shall consist of up to 5 directors. | |

| CURR
Employees: | The
Purchaser shall take all necessary steps to ensure that, to the extent that a Restructuring is undertaken, it identifies any key
employees which are to be retained for the business and operations of the Purchaser Group post-Restructuring (which may be done through
a transition services agreement between the remaining members of the Purchaser Group and those members of the Purchaser Group which
have been divested in connection with such Restructuring). |
| --- | --- |
| Break
Fee: | Subject
to certain carve outs to be agreed, a Break Fee (as defined below) will be payable by a party (the “ Defaulting Party ”)
to the other party (the “ Non-Defaulting Party ”) if: |

| ● | any
director of the Defaulting Party effectively changes their recommendation (customary drafting); |
| --- | --- |
| ● | the
Defaulting Party materially breaches the definitive transaction agreement; |
| ● | the
Defaulting Party fails to satisfy a condition precedent (as set out above in the Conditions Precedent section) for which it is responsible,
save that the Company’s failure to satisfy the AFS Condition shall not entitle the Purchaser to the Break Fee; or |
| ● | the
Defaulting Party taking any acts or steps within their reasonable control to cause the failure of the consummation of the Proposed
Transaction, save that any acts or steps taken than pursuant or in accordance with the Fiduciary Exception, |

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| | provided
that if the Company is the Defaulting Party, the Company shall be entitled to deduct from
the Break Fee an amount equal to all of the quarterly reimbursements paid in respect of Reimbursable
Expenses. Following such deduction, the Purchaser shall be deemed to have performed its obligation
to repay any such quarterly reimbursements. The
maximum aggregate liability of a party to the other party for any breach or repudiation of the definitive agreements will be an amount
equal to the break fee. If
either the Company or the Purchaser receive a Superior Proposal, the party receiving the Superior Proposal shall promptly (subject
to law and confidentiality) notify the other of material terms and afford a five (5) US business day match right (any material change
restarts a three (3) US business day match). The foregoing shall not affect any Fiduciary Exemption (as defined below). “ Break
Fee ” means (i) where the Company is the Defaulting Party, US$5,000,000; and (ii) where the Purchaser is the Defaulting
Party, US$2,750,000. “ Superior
Proposal ” means bona fide written proposal for all or substantially all of a party’s equity or assets that such party’s
board determines in good faith, after consultation with its financial and legal advisors, to be more favorable to its shareholders
than the Proposed Transaction, taking into account value, terms, certainty and timing. |
| --- | --- |
| Stamp
duty: | The
Purchaser will pay all duty, if applicable, in respect of the definitive agreements or the Scheme or the steps to be taken under
the definitive agreements or the Scheme. |
| Voting
undertaking: | Alexander
Kong shall provide an irrevocable undertaking to vote in favour of any transaction or matter as contemplated by the Proposed Transaction
and which require the Purchaser’s shareholder approval. |
| Miscellaneous | |
| Warranties: | Each
signatory to this Term Sheet makes the following warranties to other signatories: |

| ● | where
the signatory is a body corporate, it is duly incorporated and validly existing under the law of its jurisdiction of incorporation; |
| --- | --- |
| ● | where
the signatory is an individual, he has reached the age of majority in his jurisdiction of domicile and is of sound mind; |
| ● | the
obligations expressed to be assumed by him/it under this Term Sheet are legal, valid, binding and enforceable obligations; |
| ● | he/it
shall observe and comply with all applicable laws and regulations in the performance of his/its binding obligations under this Term
Sheet and the dealing of any Securities; |
| ● | the
entry into and performance by him/it of the binding provisions of this Term Sheet do not and will not conflict with (i) any law or
regulation applicable to it; (ii) its constitutional documents (if applicable) or (iii) any agreement or instrument binding on him/it;
and |
| ● | it
has the power to enter into, perform and deliver, this Term Sheet. |

Termination: This Term Sheet will automatically terminate and be of no further force and effect on the execution of the definitive agreements. This Term Sheet may be terminated:

| | ● | with
the mutual agreement of each contracting party to this Term Sheet; or |
| --- | --- | --- |
| | ● | with
immediate effect by any contracting party upon (a material breach of any binding provision of this Term Sheet (including any warranties)
by any other contracting party. |
| | For
the avoidance of doubt, no Break Fee shall be payable in connection with the termination of this Term Sheet. | |
| Blackout
Period: | Each
of the Purchaser and Alexander Kong, on the one hand, and the Company, on the other hand, covenants to such other party that it shall
not, and in the case of the Purchaser and the Company, each shall procure that their respective directors, officers, employees, representatives,
agents and nominees shall not, directly or indirectly, engage in any transactions involving the sale and/or purchase of Ordinary
Shares (or any other securities of the Purchaser) or derivative securities with any equity securities of the Purchaser as a reference
asset for a period of thirty (30) days from the date of this Term Sheet, provided , however , that the foregoing shall
not restrict: | |
| | ● | the
Purchaser from commencing, continuing or consummating the Pre-Closing Purchaser Financing; |
| | ● | the
exercise by any director, officer or employee of either the Purchaser or the Company of any rights arising under any equity-based
compensation arrangement (including but not limited to stock options and equity incentive plans); |
| | ● | the
consummation by Alexander Kong and the Purchaser of the transactions contemplated by that certain share purchase agreement dated
August 6, 2025, once shareholder approval of the same has been obtained; |
| | ● | transactions
effected pursuant to a Rule 10b5-1 plan adopted in compliance with applicable law prior to the date of this Term Sheet and not amended
during such thirty (30) day period; and |
| | ● | any
sales and/or purchases of equity securities of the Purchaser required by any applicable laws or regulations, or as required by an
order issued by a governmental or regulatory authority. |

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| Costs: | The
Company shall bear its own costs and expenses in connection with the negotiation, execution
and delivery of this Term Sheet and the pursuit of the Proposed Transaction. Subject
to the entry into the definitive documents, the Company shall reimburse the Purchaser, on a quarterly basis, fifty percent (50%)
of Reimbursable Expenses (as defined below) actually incurred during the preceding three (3) months. Each quarterly reimbursement
shall be payable within forty-five (45) calendar days after the Company’s receipt of an invoice for such quarter, which invoice
shall include reasonable documentary evidence of the incurrence of the applicable Reimbursable Expenses, provided that the Purchaser
shall not issue any invoice until the entry by the Purchaser and the Company into the definitive documents. For the purposes of this
Section, reasonable documentary evidence shall include true copies of the invoices issued by the Purchaser’s third-party service
providers containing, in reasonable detail, narratives describing the nature of the cost and expense incurred by the third-party
service provider. If
the Proposed Transaction is terminated or otherwise fails to consummate by the Outside Date for any reason, the Purchaser shall,
within five (5) calendar days after such termination or the Outside Date (as applicable), repay to the Company all quarterly reimbursements
previously received, and any unpaid invoices for Reimbursable Expenses shall be cancelled. The Company may effect repayment by set-off
against any amounts otherwise owing by the Company to the Purchaser, to the extent permitted by applicable law. This
Section shall survive termination of this Term Sheet and shall apply whether or not the Proposed Transaction is consummated; provided , however , that this Section shall cease to be binding to the extent the Company assumes an identical reimbursement obligation
in the definitive agreements. “ Reimbursable
Expenses ” means the Purchaser’s reasonable third-party out-of-pocket fees and expenses incurred (i) from the date
hereof until the earlier of termination or Closing and (ii) in connection with the Proposed Transaction (including due diligence,
attorneys’ fees, other advisors and regulatory filings), but shall exclude any costs and expenses incurred in connection with
the Restructuring. |
| --- | --- |
| Confidentiality: | The
terms and conditions of this Term Sheet, including its existence, shall be confidential information and shall not be disclosed to
any third party without the mutual agreement of the partes, except that each party may disclose the terms and conditions described
in this Term Sheet to their respective officers, directors, partners, employees, attorneys and other advisors, provided that such
persons agree to the confidentiality restrictions contained herein, or as required by applicable law. |
| No
Announcement: | Neither
party shall make any announcement about the Proposed Transaction prior to the execution of
the definitive agreements without the prior written consent of the other party except to
the extent required by any applicable laws, regulations or rules of any governmental or regulatory
authority or stock exchange (including, without limitation, the U.S. Securities and Exchange
Commission and The Nasdaq Stock Market) (collectively, “ Applicable Requirements ”).
Within four (4) US Business Days of the execution of this Term Sheet, the parties will, subject
to any applicable laws, regulations or rules of a stock exchange, make a joint announcement
of the Proposed Transaction, with the content and manner of such announcement to be agreed
between the parties (the “ Joint Announcement ”). Simultaneous
with the Joint Announcement, the Purchaser shall make any other public announcements or filings (including, without limitation, Form
6-K) with any relevant government or regulatory authority or stock exchange in connection with the execution of this Term Sheet as
required by applicable laws, regulations or rules of a stock exchange. Notwithstanding
the foregoing, the Purchaser may (i) make any public announcement, filing or notification (including, without limitation, any Form
6-K (or Form 8-K, if applicable), press release, Regulation FD disclosure, or advance notice to Nasdaq) that it determines, in good
faith after consultation with counsel, is reasonably required to comply with the Applicable Requirements or to correct or prevent
a false market or unusual market activity, and (ii) respond to inquiries from, or requests by, any governmental or regulatory authority
or stock exchange; provided that, to the extent practicable and permitted by law, the Purchaser shall (A) provide the Company
with reasonable advance notice of the proposed disclosure, (B) consult in good faith with the Company regarding the content and timing
of such disclosure and provide the Company a reasonable opportunity to review and comment thereon, (C) consider in good faith any
comments provided by the Company, without any obligation to accept such comments, and (D) limit any such disclosure to that which
is legally required. “ US
Business Day ” means any day of the week other than Saturday or Sunday (excluding Federal holidays observed in the United
States). |
| Counterparts: | This
Term Sheet may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together
shall be deemed to be the same instrument. In the event that any signature is delivered by facsimile transmission or by email delivery
of a “.pdf” or other similar format data file or in the event that said signature be an electronic or digital signature,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile page or “.pdf” signature or electronic or digital signature was an
original thereof. |
| Governing
Law: | This
Term Sheet shall be construed and enforced in accordance with the laws of Victoria, Australia without giving effect to applicable
conflicts of laws principles. |
| Arbitration: | Any
dispute, controversy , difference, or claim arising out of or relating to this Term Sheet,
including the existence, validity, interpretation, performance, breach, or termination thereof,
or any dispute regarding non-contractual obligations arising out of or relating to it, shall
be referred to and finally resolved by arbitration administered by the Hong Kong International
Arbitration Centre (“ HKIAC ”) under the HKIAC Administered Arbitration
Rules in force when the Notice of Arbitration is submitted. The
law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall
be one (1). The arbitration proceedings shall be conducted in English |

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6

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Exclusivity: For a period of three (3) months from the date of this Term Sheet (“ Exclusivity Period ”):

| (i) | subject
to the Fiduciary Exception (as defined below), the Company shall not, and shall procure that its directors, officers, employees,
stockholders, affiliates, agents, advisors and other representatives shall not; |
| --- | --- |
| (ii) | subject
to the Fiduciary Exception (as defined below), the Purchaser shall not, and shall procure that its directors, officers, employees,
stockholders, affiliates, agents, advisors and other representatives shall not; and |
| (iii) | Alexander
Kong shall not, |
| in
each case, directly or indirectly: | |
| (a) | solicit,
initiate, encourage the submission of, or respond to, any expression of interest, inquiry, proposal or offer from any person or entity
relating to any transaction of a nature that is similar or equivalent to the Proposed Transaction (whether such transaction is effected
by way of a scheme of arrangement, merger, reverse merger or otherwise) (“ Prohibited Transactions ”); or |
| (b) | allow,
permit or cause any negotiations relating to any Prohibited Transactions to continue during the Exclusivity Period. |
| The
restrictions set out above do not apply in circumstances where they would otherwise restrict the Company or the Purchaser, as the
case may be, from responding to, pursuing and/or progressing an unsolicited Prohibited Transaction provided that the board of the
Company and/or the Purchaser, as the case may be, has determined in good faith that: | |
| ● | the
Prohibited Transaction is, or could reasonably be considered to become, a Superior Proposal; and |
| ● | compliance
with such restrictions would, or would be reasonably likely to, constitute a breach of any of the fiduciary or statutory duties of
the directors of the Company or the Purchaser, as the case may be (the “ Fiduciary Exception ”). |
| Each
of the signatory agrees to notify the other signatories immediately if either of them receives any proposal, offer, inquiry or contact
with respect to any Prohibited Transaction and the details of such proposal, offer, inquiry or contact including the identity of
the potential counterparty and the terms of such proposal. | |

[ Signature Page Follows ]

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This Term Sheet has been executed on the date shown on the first page.

COMPANY
ANIMOCA
BRANDS CORPORATION LIMITED
By:	/s/
Christpher Whiteman	By:	/s/
David Brickler
Name:	Christopher
Whiteman	Name:	David
Brickler
Title:	Director	Title:	Director

| PURCHASER — CURRENC
GROUP INC. | ALEXANDER
KONG KING ONG | |
| --- | --- | --- |
| By: | /s/Alexander
Kong King Ong | /s/
Alexander Kong King Ong |
| Name: | Alexander
Kong King Ong | |
| Title: | Chairman
& CEO | |

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File No. 001-41079

Currenc Group Inc.

(Translation of registrant’s name into English)

410 North Bridge Road,

Spaces City Hall,

Singapore

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☒ Form 40-F ☐

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Amendment to Employment Agreement

On October 30, 2025, Currenc Group Inc., an exempted company incorporated and registered in the Cayman Islands (the “Company” or “Currenc”) and Wan Lung Eng, the Company’s Chief Financial Officer, entered into an Amendment to Employment Agreement (the “Amendment”), which amends the original Employment Agreement dated April 10, 2025 (the “Employment Agreement”). Pursuant to the terms of the Amendment, Mr. Eng’s total guaranteed compensation will remain $400,000; however, such compensation will be payable as a base salary and the guaranteed quarterly bonuses have been eliminated.

Except as described above, the terms of the Employment Agreement remain unchanged.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 to this Report on Form 6-K.

INDEX TO EXHIBITS

| Exhibit
No. | Description |
| --- | --- |
| 10.1 | Amendment to Employment Agreement, dated as of October 30, 2025, by and between Currenc Group Inc. and Wan Lung Eng. |

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2

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 3, 2025

| CURRENC GROUP
INC. | |
| --- | --- |
| By: | /s/ Wan Lung
Eng |
| Name: | Wan Lung Eng |
| Title: | Chief Financial Officer |

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3

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Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”), dated as of October 30, 2025, is entered into by and between Currenc Group Inc. , a Cayman Islands Corporation (the “ Company ”) and Wan Lung Eng (the “ Executive ”).

WHEREAS, the Company and Executive have previously entered into an Employment Agreement (the “Agreement”) dated April 10, 2025; and

WHEREAS, the Company and Executive have agreed to amend the terms of the Agreement under the provisions of Section 20 of such Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

| 1. | Effective Date . This Amendment, together with the rights
and obligations set forth herein, shall become effective as of October 1, 2025, and shall constitute an integral part of the Agreement. |
| --- | --- |
| 2. | Amendment |

Section 3(a) of the agreement under Compensation and Benefits is hereby amended as follows:

During the Employment Period, Executive’s annual base salary shall be Four Hundred Thousand U.S. Dollars ($400,000.00) or such higher rate as the Board may determine from time to time (as adjusted from time to time, the “ Base Salary ”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general U.S. payroll practices in effect from time to time for senior employees of the Company. The Base Salary shall be prorated on an annualized basis based on the number of business days elapsed in any year during the Employment Period.

Section 3(b) of the agreement under Compensation and Benefits is hereby amended as follows:

Section 3(b)(i) governing guaranteed bonus each quarter is hereby deleted.

1. Counterparts . This Amendment may be executed in separate counterparts (including facsimile and electronic transmission counterparts), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

[ Signature page follows ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Currenc Group Inc.,
By:	/s/ Alexander
King Ong Kong
Name:	Alexander King Ong Kong
Title:	CEO and Chairman

Wan Lung Eng
/s/ Wan Lung Eng

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