Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 30, 2024

Currenc Group Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41079

98-1602649

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

410 North Bridge Road, SPACES City Hall, Singapore		188726
(Address of principal executive offices)		(Zip Code)

(212) 287-5010

(Registrant’s telephone number, including area code)

INFINT Acquisition Corporation

32 Broadway, Suite 401

New York, New York 10004

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, par value $0.0001 per share		CURR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On August 30, 2024, Currenc Group Inc., f/k/a INFINT Acquisition Corporation (the “Company”) issued a press release announcing that on August 30, 2024, it closed its previously announced business combination, a copy of which is attached hereto as Exhibit 99.1. The Company expects that its ordinary shares will begin to trade on The Nasdaq Capital Market under the symbol “CURR” on or about September 3, 2024.

The information in this Item 7.01 and in Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulations of the U.S. Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated August 30, 2024.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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: August 30, 2024

	CURRENC GROUP INC.

	By:	/s/ Ronnie Ka Wah Hui
	Name:	Ronnie Ka Wah Hui
	Title:	Chief Executive Officer

Exhibit 99.1

Seamless Group, Inc. Completes Business Combination with INFINT Acquisition Corporation to Become a Publicly Traded Company

~ CURRENC Stock to Trade on Nasdaq Under Ticker “CURR” ~

New York, NY – August 30, 2024 (GLOBE NEWSWIRE) – Seamless Group Inc., a leading global fintech platform (“Seamless”), and INFINT Acquisition Corporation (“INFINT”) (NYSE: IFIN), a special purpose acquisition company, today announced the completion of the previously announced business combination (the “Business Combination”). Beginning Tuesday, September 3, 2024, the combined company will operate as CURRENC Group Inc. (“CURRENC”), and the ordinary shares will trade on The Nasdaq Stock Market LLC under the ticker symbol “CURR.”

Ronnie Ka Wah Hui, Chief Executive Officer of Seamless, Alexander King Ong Kong, the founder of Seamless and Executive Chairman of the Board, and Hagay Ravid, the Chief Financial Officer of Seamless, will continue to lead CURRENC in their respective positions.

Ronnie Ka Wah Hui, Chief Executive Officer of CURRENC, commented, “I am proud and honored by Seamless’ achievement of this significant milestone as we embark on our journey as a publicly traded company. The listing on the Nasdaq Stock Market LLC enables CURRENC to aggressively build its image, develop new markets and expand our network to seek to become one of the leading remittance hubs globally. We are thankful for the INFINT team’s continued collaboration, support, and conviction throughout the transaction process.”

Alexander Edgarov, Chief Executive Officer of INFINT, added, “The INFINT team is excited to have successfully completed this business combination with Seamless. We are eager to see Alex, Ronnie and the team at CURRENC Group successfully execute their long-term operational and strategic objectives, building value for shareholders and stakeholders alike as they continue to develop a global fintech banking platform.”

About Seamless Group Inc.

Seamless Group Inc. pioneers a global fintech banking platform for e-wallets, financial institutions and merchants worldwide, delivering frictionless real-time, cost efficient fund transfers. Seamless’ state-of-the-art digital ecosystem empowers millions of smart consumers and businesses to win in over 150 countries.

About INFINT Acquisition Corporation

INFINT Acquisition Corporation is a Special Purpose Acquisition Corporation (SPAC) company on a mission to bring the most promising financial technology company from North America, Asia, Latin America, Europe and Israel to the U.S. public market. As a result of the pandemic, the world is changing rapidly, and in unique, unexpected ways. Thanks to growth and investment in the global digital infrastructure, legal, healthcare, automotive, financial, and other fields are evolving at a faster rate than ever before. INFINT believes the greatest opportunities in the near future lie in the global fintech space and are looking forward to merging with an exceptional international fintech company.

Advisors

Greenberg Traurig, LLP is serving as U.S. legal counsel and Mourant is serving as Cayman Islands legal counsel to INFINT in the transaction. Nelson Mullins Riley & Scarborough LLP is serving as U.S. legal counsel and Maples Group is serving as Cayman Islands legal counsel to Seamless in the transaction.

Forward-Looking Statements

The information in this press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the Business Combination and CURRENC following the Business Combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that investors of Seamless may not receive the same benefits as an investor in an underwritten public offering, (ii) the risk that CURRENC’s securities may experience a material price decline after the Business Combination, (iii) the risk of product liability or regulatory lawsuits or proceedings relating to Seamless’ or CURRENC’s business, (iv) the ability of CURRENC to comply with the continued listing standards of Nasdaq, (v) the ability to attract new partners, merchants and users and retain existing partners, merchants and users in order to continue to expand, (vi) the ability of CURRENC to fund its capital requirements through additional debt and equity financing under commercially reasonable terms and the risk of shareholding dilution as a result of additional capital raising, if applicable, (vii) the risk of cyber security or foreign exchange losses, (viii) the risk that CURRENC is unable to secure or protect its intellectual property, (ix) failure to maintain an effective system of internal control over financial reporting and to accurately and timely report CURRENC’s financial condition, results of operations or cash flows, and (x) those factors discussed in INFINT’s filings with the SEC and that are contained in the proxy statement relating to the Business Combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the proxy statement and other documents to be filed by CURRENC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while Seamless and INFINT may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. Neither Seamless nor INFINT gives any assurance that Seamless and INFINT will achieve their respective expectations.

Investor Contact

Takis Wong

+852-3951-6228

investors@seamlessgroup.com

Cover	Aug. 30, 2024
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 30, 2024
Entity File Number	001-41079
Entity Registrant Name	Currenc Group Inc.
Entity Central Index Key	0001862935
Entity Tax Identification Number	98-1602649
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	410 North Bridge Road
Entity Address, City or Town	SPACES City Hall
Entity Address, Country	SG
Entity Address, Postal Zip Code	188726
City Area Code	(212)
Local Phone Number	287-5010
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary shares, par value $0.0001 per share
Trading Symbol	CURR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	INFINT Acquisition Corporation
Entity Address, Address Line Two	32 Broadway
Entity Address, Address Line Three	Suite 401
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10004