Currenc Group Inc. Reports Multiple Material Events

TL;DR

Currenc Group (CRNC?) just dropped an 8-K detailing acquisitions, new debt, equity sales, and control changes. Big moves happening.

AI Summary

Currenc Group Inc. (formerly InFinT Acquisition Corp.) filed an 8-K on September 6, 2024, reporting several material events as of August 30, 2024. These include entering into a material definitive agreement, completion of an acquisition, creation of a financial obligation, unregistered sales of equity, and changes in control. The company, located at 32 Broadway, Suite 401, New York, NY, also reported changes in officers and directors and amendments to its articles of incorporation.

Why It Matters

This 8-K filing indicates significant corporate actions, including acquisitions and financial obligations, which could impact the company's structure, operations, and financial standing.

Risk Assessment

Risk Level: medium — The filing details multiple significant corporate events including acquisitions, financial obligations, and equity sales, which inherently carry risk and require further investigation.

Key Players & Entities

• Currenc Group Inc. (company) — Filer
• InFinT Acquisition Corp. (company) — Former Company Name
• 32 Broadway, Suite 401, New York, NY 10004 (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — registered Ordinary shares, par value $0.0001 per share CURR The Nasdaq Stock Mar
• $5.7 million — sued promissory notes for approximately $5.7 million to EF Hutton LLC, approximately $3.2 mi
• $3.2 million — million to EF Hutton LLC, approximately $3.2 million to Greenberg Traurig LLP, and $603,623
• $603,623 — 2 million to Greenberg Traurig LLP, and $603,623 to INFINT Capital LLC, and entered into
• $1.75 million — INFINT Capital LLC, and entered into a $1.75 million PIPE Offering, as set forth below. Un
• $1.94 m — ancings, issuing a Convertible Note for $1.94 million, 400,000 commitment shares, and w
• $54,846,559 — losing (as defined below) approximately $54,846,559 (approximately $11.79 per Public Share)
• $11.79 — pproximately $54,846,559 (approximately $11.79 per Public Share) was removed from the
• $10.00 — 194,444 Ordinary Shares convertible at $10.00 per share. Pursuant to the PIPE Agreeme
• $1,944,444 — ue an aggregate principal amount of USD $1,944,444 (the " Principal Amount ") in convertib
• $1,750,000 — the Purchaser at an issue price of USD $1,750,000, which represents a 10% discount to the
• $11.50 — nary Shares at an exercise price of USD $11.50 (the " Warrant Shares "). The Warrants
• $2.00 — ings of New Seamless priced at or above $2.00 per share and full anti-dilution protec
• $5,700,000 — missory note in the principal amount of $5,700,000 to EF Hutton LLC (the " EF Hutton Note
• $950,000 — n six (6) equal monthly installments of $950,000 commencing on the third (3 rd ) month a

Filing Documents

• form8-k.htm (8-K) — 200KB
• ex3-1.htm (EX-3.1) — 363KB
• ex3-2.htm (EX-3.2) — 28KB
• ex10-1.htm (EX-10.1) — 207KB
• ex10-5.htm (EX-10.5) — 153KB
• ex10-6.htm (EX-10.6) — 302KB
• ex10-7.htm (EX-10.7) — 137KB
• ex10-8.htm (EX-10.8) — 30KB
• ex10-9.htm (EX-10.9) — 51KB
• ex10-10.htm (EX-10.10) — 61KB
• ex21-1.htm (EX-21.1) — 2KB
• ex99-1.htm (EX-99.1) — 980KB
• ex99-2.htm (EX-99.2) — 279KB
• ex99-3.htm (EX-99.3) — 632KB
• ex10-6_001.jpg (GRAPHIC) — 2KB
• ex10-6_002.jpg (GRAPHIC) — 2KB
• ex10-6_003.jpg (GRAPHIC) — 2KB
• ex10-6_004.jpg (GRAPHIC) — 2KB
• ex10-6_005.jpg (GRAPHIC) — 2KB
• ex10-6_006.jpg (GRAPHIC) — 2KB
• ex10-6_007.jpg (GRAPHIC) — 3KB
• ex10-6_008.jpg (GRAPHIC) — 2KB
• ex21-1_001.jpg (GRAPHIC) — 126KB
• 0001493152-24-035327.txt ( ) — 4225KB
• ifin-20240830.xsd (EX-101.SCH) — 3KB
• ifin-20240830_def.xml (EX-101.DEF) — 29KB
• ifin-20240830_lab.xml (EX-101.LAB) — 35KB
• ifin-20240830_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 5KB

Business

Business Combination Agreement As disclosed under the section titled " Proposal No. 1 — The Business Combination Proposal " of the Proxy Statement/Prospectus, INFINT entered into the BCA, dated August 13, 2022, as amended, by and among INFINT, Merger Sub and Seamless. Accordingly, Merger Sub, a wholly owned subsidiary of INFINT, merged with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT and INFINT changed its name to Currenc Group Inc. Item 2.01 of this Current Report discusses the consummation of the Business Combination and events contemplated by the BCA which were completed on August 30, 2024 (the " Closing ") and is incorporated herein by reference. Lock-up Agreements On August 30, 2024, INFINT entered into Lock-Up Agreements (the " Lock-up Agreements ") by and between INFINT and certain shareholders of Seamless (such shareholders, the " Company Holders "), pursuant to which, among other things, each Company Holder agreed not to, during the Lock-up Period (as defined below), lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase an option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the shares issued to such Company Holder in connection with the Business Combination (the " Lock-up Shares "), enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares, or publicly disclose the intention to do any of the foregoing, whether any of these transactions are to be settled by delivery of any such shares or other securities, in cash, or otherwise, and ending on the earlier of: (i) six months after the Closing and (ii) the date after the Closi

Business

Business The business of New Seamless is described in the Proxy Statement/Prospectus in the section titled " Seamless' Business " and that information is incorporated herein by reference. Risk Factors The risks associated with New Seamless are described in the Proxy Statement/Prospectus in the section titled " Risk Factors ," which is incorporated herein by reference. Financial Information Reference is made to the disclosure set forth in Item 9.01 of this Current Report on Form 8-K concerning the financial information of New Seamless. Reference is further made to the disclosure contained in the Proxy Statement/Prospectus in the sections titled " Summary Historical Financial Information of Seamless, " and " Unaudited Pro Forma Condensed Consolidated Combined Financial Information " which are incorporated herein by reference. In addition, the Unaudited Pro Forma Condensed Combined Financial Information, and Management's Discussion and Analysis of Financial Condition and Results of Operations of Seamless, for the period ended June 30, 2024, are included as Exhibits 99.1 and 99.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Properties

Properties New Seamless' corporate headquarters are located in Singapore under a lease that expires in May 2025. New Seamless also has offices in Kuala Lumpur consisting of 14,096 square feet of space in the same building under two separate tenancies which both expire in October 2024. New Seamless has offices in several other locations and believes its facilities are sufficient for its current needs. Management's Discussion and Analysis of Financial Condition and Results of Operations The disclosure contained under the heading " Management's Discussion and Analysis of Financial Condition and Results of Operations of Seamless " in the Proxy Statement/Prospectus is incorporated herein by reference. In addition, Management's Discussion and Analysis of Financial Condition and Results of Operations for the period ended June 30, 2024, is included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. Security The following table sets forth information regarding the beneficial ownership of shares of New Seamless shareholders upon the completion of the Business Combination by: each person known by New Seamless to be the beneficial owner of more than 5% of any class of New Seamless' Ordinary Shares; each director of New Seamless; each named executive officer of New Seamless; New Seamless' officers and directors as a group. Beneficial if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. The beneficial ownership of New Seamless Ordinary Shares in the table below is based on 46,527,999 New Seamless Ordinary Shares issued and outstanding as of August 30, 2024, including 40,000,000 New Seamles

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View this 8-K filing on SEC EDGAR