Currenc Group Inc. (Nasdaq: CURR), a fintech that is enabling financial institutions with artificial intelligence solutions, announced it entered into a non-binding term sheet with Animoca Brands Corporation Limited in relation to a potential proposal for Currenc “to acquire 100% of Animoca Brands’ issued shares via a reverse 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.”
As per the proposed structure, shareholders of Animoca Brands will aim to collectively own “approximately 95% of the issued shares in the resulting entity, and current shareholders of Currenc would hold approximately 5%.”
Currenc intends 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 set to do business under the Animoca Brands name.
The parties currently expect closing to occur in 2026, “subject to shareholder and regulatory approvals and other conditions.”
Animoca Brands is focused on the digital asset ecosystem, claoming to be somewhat 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 reportedly includes BTC, ETH, SOL, MOCA, SAND, and EDU, among a wide range of other altcoin assets, as well as investments in digital asset companies “such as Ledger, Kraken, Igloo, Consensys, Humanity Protocol, and LayerZero.”
Animoca Brands also participates in a JV that was said to be focused on launching a regulated stablecoin, and has teamed up with Provenance Blockchain Labs in an effort to develop NUVA, a platform for accelerating access to RWAs, “underscoring its institutional-grade approach to compliant Web3 infrastructure.”
In connection with the Proposed Merger, Currenc plans to divest some of its existing business operations, which “include AI-powered solutions for FIs and a digital remittance platform.”
As stated in the announcement, these operations are now 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.”
Both firms reportedly committed to a so-called 3-month exclusivity period to finalize terms and proceed toward a “definitive implementation agreement, subject to customary fiduciary duties.”
