UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
The information regarding the Share Purchase Agreement and Amendment No. 1 to the Share Purchase Agreement set forth in item 3.02 of this Current Report on Form 8-K regarding the Share Purchase Agreement is incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities
On June 15, 2025, Currenc Group, Inc., an exempted company incorporated and registered in the Cayman Islands (together with its wholly-owned subsidiaries, the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with nine creditors (each a “Creditor” and collectively, the “Creditors”) of the Company, pursuant to which the Company issued an aggregate of 28,360,373 (the “Private Placement Shares”) of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), in full satisfaction of an aggregate amount of $12,166,600 of the Company’s outstanding unsecured obligations owed to the Creditors (the “Obligations”), at a price per share of $0.43, equating in each case to a $0.50 discount for each $1.00 of Obligations (collectively, the “Private Placement”).
Other than the satisfaction of the Obligations, the Company will receive no additional consideration in connection with the issuance of the Private Placement Shares, and the Company has not paid or given any commission or other remuneration directly or indirectly for soliciting the Private Placement. The Share Purchase Agreement contains customary representations and warranties.
On June 19, 2025, the Company and the Creditors entered into Amendment No. 1 to the Share Purchase Agreement (“Amendment No. 1”), which amends the closing date on which the Company would issue the Private Placement Shares and the date on which the Obligations would be satisfied, from June 19, 2025, to June 30, 2025, or such other date as the Company and the Creditors may mutually agree.
As such, the closing of the Private Placement is expected to occur on or about June 30, 2025.
The foregoing descriptions of the Share Purchase Agreement and Amendment No. 1 do not purport to be complete, and are qualified in their entirety by reference to the full text of the Share Purchase Agreement and Amendment No. 1, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
10.1 | Share Purchase Agreement, dated June 15, 2025, by and between Currenc Group, Inc. and the Creditors listed therein | |
10.2 | Amendment No. 1 to Share Purchase Agreement, dated June 19, 2025, by and between Currenc Group, Inc. and the Creditors listed therein | |
104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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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: June 20, 2025
CURRENC GROUP INC. | ||
By: | /s/ Ronnie Ka Wah Hui | |
Name: | Ronnie Ka Wah Hui | |
Title: | Chief Executive Officer |
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