8-K: Currenc Group Inc. Completes Business Combination with Seamless Group Inc.

INFINT Acquisition Corporation has completed its business combination with Seamless Group Inc., resulting in the formation of Currenc Group Inc.

Summary

• INFINT Acquisition Corporation and Seamless Group Inc. have merged, with INFINT changing its name to Currenc Group Inc.
• The merger was completed on August 30, 2024, following shareholder approval on August 6, 2024.
• As part of the deal, Currenc Group issued 40 million ordinary shares to Seamless shareholders.
• Additionally, 400,000 commitment shares were issued to a PIPE investor, and 200,000 shares to vendors.
• Promissory notes totaling approximately $9.5 million were issued to EF Hutton LLC, Greenberg Traurig LLP, and INFINT Capital LLC.
• A $1.75 million PIPE offering was also completed, along with a $1.94 million convertible note issuance.
• INFINT shareholders redeemed 4,652,105 shares for approximately $54.8 million, or $11.79 per share.
• After redemptions, INFINT's trust account had a balance of approximately $1.1 million prior to the closing.
• Currenc Group Inc. shares began trading on the Nasdaq Capital Market under the symbol CURR on or about September 3, 2024.
• Prior to the merger, Seamless divested its subsidiaries TNG (Asia) Ltd. and GEA Holdings Limited.

Sentiment

Score: 4

Explanation: The document is a factual report of a merger, but the high level of redemptions and debt incurred, along with the legal proceedings, suggest a cautious outlook.

Positives

• The business combination has been successfully completed.
• Currenc Group Inc. is now a publicly traded company on the Nasdaq Capital Market.
• The company has secured additional funding through a PIPE offering and convertible note issuance.
• The company has divested non-core subsidiaries to focus on its core business.

Negatives

• Significant redemptions by INFINT shareholders reduced the trust account balance.
• The company has incurred substantial debt through promissory notes.
• The company has incurred significant transaction expenses.

Risks

• The company may need to raise additional capital to execute its business plans.
• There is a risk that the company will not be able to recognize the benefits of the business combination.
• The company faces risks related to changes in the markets in which it competes, including regulatory changes.
• The company may not be able to keep pace with rapid technological developments.
• The company may face challenges in attracting and retaining partners, merchants, and users.
• The company is involved in a legal proceeding with Ripple Markets APAC Pte. Ltd. regarding a $27.2 million claim.

Future Outlook

The document contains forward-looking statements regarding the company's future performance, which are subject to risks and uncertainties. The company assumes no obligation to update these statements.

Management Comments

• The document does not contain any direct quotes from management, but it does reference the Proxy Statement/Prospectus which may contain such information.

Industry Context

This announcement reflects a trend of special purpose acquisition companies (SPACs) merging with private companies to go public. The merger allows Seamless to access public markets and capital for growth.

Comparison to Industry Standards

• The document does not provide specific details on Seamless's financial performance compared to industry standards.
• However, the document does mention that Seamless is a leading operator of global money transfer services and airtime trading in Southeast Asia, suggesting it is a significant player in its industry.
• The document also mentions that Seamless has a large portfolio of blue-chip customers across both its payment and airtime transfer segments, including WISE, SingTel, Remitly, SBI Japan, Mastercard, GEA, WeChat Pay HK, Maxis, Etisalat and Ding, which suggests that it is a well-established company with a strong customer base.
• The document also mentions that Seamless has a large portfolio of blue-chip customers across both its payment and airtime transfer segments, including WISE, SingTel, Remitly, SBI Japan, Mastercard, GEA, WeChat Pay HK, Maxis, Etisalat and Ding, which suggests that it is a well-established company with a strong customer base.

Management Changes

Legal Proceedings

• Ripple Markets APAC Pte. Ltd. has filed a claim against Seamless demanding payment of $27,257,540.64, plus late payments and certain costs.

Stakeholder Impact

• Shareholders of INFINT who did not redeem their shares now own a small percentage of Currenc Group Inc.
• Former shareholders of Seamless now own a majority of Currenc Group Inc.
• Employees of both companies are now part of the combined entity.
• Customers of both companies will be served by the new entity.
• Creditors of both companies are now creditors of the combined entity.

Next Steps

• The company will continue to operate as Currenc Group Inc. and trade on the Nasdaq Capital Market.
• The company will integrate the operations of INFINT and Seamless.
• The company will work to achieve its business plans and financial goals.

Key Dates

Keywords

business combination, merger, Currenc Group Inc., Seamless Group Inc., INFINT Acquisition Corporation, PIPE offering, convertible note, redemption, Nasdaq, promissory notes